Professional Customer Services Agreement

PROFESSIONAL CUSTOMER SERVICES AGREEMENT

This Professional Customer Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , located at Client Address: (hereinafter "Client"), and Service Provider Name: , located at Service Provider Address: (hereinafter "Provider"). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider is duly qualified and experienced in providing the professional services described in this Agreement and has represented to Client that Provider possesses the personnel, equipment and expertise necessary to perform such services in a competent and timely manner; and

WHEREAS, Client desires to engage Provider to perform certain customer services, and Provider desires to perform such services for Client on the terms and conditions set forth herein; and

WHEREAS, the Parties wish to set forth the terms and conditions governing their relationship in writing.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Provider shall perform the customer services described in the Service Description below and in any statement of work executed by the Parties (collectively, the "Services"). Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and applicable law.

1.2 Changes to Services. Any material change to the scope, schedule or deliverables shall be documented in a written change order signed by authorized representatives of both Parties, which shall set forth any revision to fees, timeline and other affected terms.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

2.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other Party. In the event of termination for convenience, Client shall pay Provider for Services performed and reimbursable expenses incurred through the effective date of termination.

2.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

3. FEES, EXPENSES AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth below or in an attached statement of work. Unless otherwise agreed in writing, fees are due in accordance with Provider's invoice terms.

3.2 Expenses. Client shall reimburse Provider for reasonable, preapproved out-of-pocket expenses incurred in connection with the performance of the Services upon submission of receipts or other documentation reasonably requested by Client.

4. INVOICES AND TAXES

Provider shall submit invoices in the form reasonably acceptable to Client. Unless otherwise agreed, Client shall pay undisputed amounts within the Payment Due period. Any disputed portion of an invoice must be notified in writing within ten (10) days and the Parties shall negotiate in good faith to resolve the dispute. All fees are exclusive of taxes; Client shall be responsible for sales, use, withholding, or other taxes imposed on the fees, except taxes based on Provider's net income.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other, whether orally or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. Each Party shall: (a) maintain the confidentiality of Confidential Information of the other using at least the same degree of care it uses to protect its own Confidential Information but not less than reasonable care; (b) not use Confidential Information except to exercise rights and perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

6. INTELLECTUAL PROPERTY

6.1 Preexisting Materials. Each Party retains all right, title and interest in and to its preexisting materials and intellectual property. Nothing in this Agreement transfers ownership of preexisting intellectual property.

6.2 Deliverables. Subject to Client's payment of all fees due, Provider hereby assigns to Client all right, title and interest in and to the deliverables created specifically for Client under this Agreement ("Deliverables"). Provider retains ownership of general skills, know-how, algorithms and techniques developed or used in performing the Services, provided such retained materials do not include Client's Confidential Information or Client-specific deliverables.

6.3 License. To the extent execution of the foregoing assignment is ineffective, Provider grants Client a perpetual, worldwide, royalty-free, transferable license to use, reproduce and modify Provider materials embedded in the Deliverables to the extent necessary for Client to enjoy the intended benefits of the Deliverables.

7. WARRANTIES; DISCLAIMER

7.1 Mutual Warranties. Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards for a period of thirty (30) days following delivery of any Deliverable. Provider's sole obligation and Client's exclusive remedy for a breach of this warranty shall be, at Provider's option, re-performance of the nonconforming Services or refund of fees attributable to such Services.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 By Provider. Provider shall indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Provider's breach of its representations, warranties or obligations under this Agreement, or Provider's gross negligence or willful misconduct.

8.2 By Client. Client shall indemnify and hold harmless Provider and its officers, directors and employees from and against any third-party claims arising from Client-provided materials, Client's breach of this Agreement, or Client's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INSURANCE

Provider shall maintain insurance customary for the industry and sufficient to meet its obligations hereunder, including commercial general liability and, where applicable, professional liability insurance in minimum amounts of . Provider shall provide certificates of insurance upon Client's reasonable request.

11. DATA PROTECTION AND COMPLIANCE

Each Party shall comply with applicable data protection and privacy laws in connection with the processing of personal data. Provider shall implement reasonable administrative, technical and physical safeguards to protect Client Data against unauthorized access, disclosure, alteration or destruction.

12. SUBCONTRACTING

Provider may subcontract portions of the Services; provided, however, Provider shall remain primarily responsible for the performance of the Services and for compliance by its subcontractors with the terms of this Agreement. Provider shall ensure that any subcontractor who receives Confidential Information is bound by written confidentiality obligations no less protective than those contained herein.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier to the addresses set forth below or such other address as a Party designates by notice in accordance with this Section.

14. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right, nor shall a single or partial exercise of any right preclude any other or further exercise of that right.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law rules.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any statements of work and change orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

17. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures or signatures transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

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