Professional Digital Services Agreement

PROFESSIONAL DIGITAL SERVICES AGREEMENT

This Professional Digital Services Agreement (the "Agreement") is made as of Effective Date: by and between Service Provider Name: (the "Service Provider"), and Client Name: (the "Client"). Service Provider and Client may each be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Service Provider possesses experience and expertise in providing digital products, software development, design, consulting, and related services; and

WHEREAS, Client desires to engage Service Provider to perform certain digital services as described in this Agreement, and Service Provider is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the Services and Deliverables to be provided.

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

1. SERVICES

1.1 Scope. Service Provider shall provide the professional digital services and deliverables set forth in the Service Description attached as Exhibit A and incorporated herein by reference (the "Services" and "Deliverables"). Service Provider shall perform the Services in a professional, workmanlike manner consistent with industry standards.

1.2 Changes and Acceptance. Any material change to the Services shall be agreed in writing and signed by authorized representatives of both Parties. Deliverables will be deemed accepted unless Client provides a written notice of nonconformity within days of delivery, specifying the reasons for rejection.

2. FEES, INVOICING AND PAYMENT

2.1 Fees. Client shall pay Service Provider the fees for the Services as set forth: Fee Amount: payable in accordance with the Payment Schedule below.

2.2 Invoicing. Service Provider will submit invoices detailing fees, expenses, and applicable taxes. Client shall pay undisputed amounts within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum allowed by law.

2.3 Expenses. Client shall reimburse reasonable, preapproved out-of-pocket expenses incurred by Service Provider. Reimbursement requires submission of receipts or substantiation.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues until completion of the Services or until Term End Date: , unless earlier terminated pursuant to this Agreement.

3.2 Termination for Convenience. Either Party may terminate for convenience upon days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential given its nature.

4.2 Obligations. Each Party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees, contractors, and advisors with a need to know; and (c) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care.

4.3 Exclusions. Confidential Information does not include information that: (i) is or becomes publicly known through no breach; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing Party is given prompt notice to seek protective measures.

5. INTELLECTUAL PROPERTY

5.1 Ownership of Preexisting Materials. Each Party retains all right, title and interest in its preexisting intellectual property. Service Provider grants no rights in its preexisting tools, templates, libraries, and methodologies except as expressly set forth in this Agreement.

5.2 Deliverables. Upon full payment of all fees due for the applicable Deliverable, Service Provider hereby assigns to Client all right, title and interest in the Deliverables to the extent created specifically for Client as a work made for hire under applicable law. To the extent assignment is not effective, Service Provider grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, and modify such Deliverables for Client's internal business purposes.

5.3 Reservation of Rights. Service Provider retains all rights in any general know-how, tools, and techniques used or developed by Service Provider in the course of performing Services, provided no Confidential Information or Client materials are disclosed.

6. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

6.1 Mutual Representations. Each Party represents that it has full power and authority to enter into and perform this Agreement and that performance will not violate any agreement with a third party.

6.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Service Provider's sole obligation and Client's exclusive remedy shall be re-performance of the nonconforming Services or, if Service Provider cannot re-perform, refund of the fees paid for the nonconforming Services.

6.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

7. INDEMNIFICATION

7.1 By Service Provider. Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims alleging that the Deliverables, when used as permitted, infringe a third party's intellectual property rights, provided Client gives prompt written notice and sole control of the defense to Service Provider.

7.2 By Client. Client shall indemnify, defend and hold harmless Service Provider from and against claims arising from Client's use of the Deliverables in combination with other materials, Client-provided content, or Client's breach of this Agreement.

8. LIMITATION OF LIABILITY

Except for liability arising from a Party's breach of confidentiality, wilful misconduct, or indemnification obligations, neither Party's aggregate liability for any claim arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the month period preceding the claim or , whichever is greater. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

9. DATA PROTECTION

9.1 Compliance. Each Party shall comply with applicable data protection laws in respect of any personal data processed under this Agreement. Service Provider shall implement reasonable technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental loss, destruction, or damage.

9.2 Client Data. Client retains all rights, title and interest in Client Data. Service Provider shall process Client Data only in accordance with Client's documented instructions and this Agreement.

10. SUBCONTRACTING

Service Provider may engage subcontractors to perform parts of the Services provided that Service Provider remains responsible for subcontractor performance and ensures that subcontractors are bound by confidentiality and IP protection obligations no less protective than those contained herein.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, overnight courier, or email with confirmation of receipt. Notices shall be effective upon receipt.

12. AMENDMENT; WAIVER

No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both Parties. Waiver of any breach shall not constitute waiver of any other breach or of the provision itself.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the Parties' original intent as closely as possible.

13.3 Entire Agreement. This Agreement, including any exhibits, schedules and attachments, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to the subject matter hereof.

14. MISCELLANEOUS

14.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

14.2 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, employment relationship, or agency between the Parties.

SIGNATURES

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