Professional Digital Services Contract

PROFESSIONAL DIGITAL SERVICES CONTRACT

This Professional Digital Services Contract (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at Client Address: ("Client"), and Service Provider Name: with principal place of business at Provider Address: ("Provider").

RECITALS

WHEREAS, Provider is engaged in the business of providing professional digital services including but not limited to software development, website development, design, digital marketing, hosting, and ongoing technical support; and

WHEREAS, Client desires to retain Provider to perform certain digital services described herein and Provider agrees to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties wish to set forth the terms governing the scope, compensation, ownership of work product, confidentiality, and other obligations related to the engagement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SERVICES

Provider shall perform the digital services described in the Scope of Work attached to or described in this Agreement. Provider shall use commercially reasonable efforts, personnel, and resources to perform the Services in a professional and workmanlike manner consistent with industry standards.

2. TERM

The term of this Agreement shall commence on the Effective Date specified above and shall continue until completion of the Services and final acceptance by Client unless earlier terminated in accordance with Section 15 (Termination).

3. COMPENSATION AND PAYMENT

Client shall pay Provider the fees set forth below and in any Statement of Work. Fees are due in accordance with the payment schedule and invoicing procedures described in this Section. Unless otherwise agreed in writing, Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in connection with the Services.

4. EXPENSES

Expenses reasonably incurred by Provider in connection with the performance of Services shall be reimbursed by Client if pre-approved in writing. Provider shall provide receipts or other reasonably detailed documentation for all reimbursable expenses.

5. CHANGE ORDERS

Client may request changes in the scope of Services. No change shall be effective until a written change order specifying the change in scope, the effect on fees and timeline, and any other modifications is signed by authorized representatives of both parties. Provider is not required to perform any work outside the written scope until a signed change order is in effect.

6. DELIVERABLES AND ACCEPTANCE

Deliverables shall be set forth in the Scope of Services. Upon delivery, Client shall have a defined acceptance period to review and either accept or provide a written notice of deficiencies. Acceptance shall be deemed given if Client fails to provide notice of material deficiencies within the acceptance period specified in the relevant Statement of Work.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain ownership of Provider Preexisting Materials and tools. Subject to Client's full payment of all fees due, Provider hereby assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement to the extent such assignment is effective. Provider retains a non-exclusive, worldwide, royalty-free license to use non-confidential general knowledge, skills, techniques and tools developed or used in connection with the Services.

8. CONFIDENTIALITY

Each party shall keep confidential and not disclose the other party's Confidential Information except to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, independently developed without use of the other's Confidential Information, or rightfully received from a third party.

9. WARRANTIES; DISCLAIMER

Provider warrants that the Services will be performed in a professional manner consistent with prevailing industry standards. Provider does not warrant that the Services or Deliverables will be error free or operate uninterrupted. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. INDEMNIFICATION

Each party agrees to indemnify, defend and hold the other party harmless from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or infringement of a third party's intellectual property rights, provided the indemnified party gives prompt written notice and reasonable cooperation for the defense.

12. DATA SECURITY AND PRIVACY

Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the risk to protect Client Data against unauthorized access, disclosure, alteration and destruction. Provider shall promptly notify Client of any unauthorized access or breach involving Client Data and shall take reasonable remedial steps.

13. INSURANCE

Provider shall maintain commercially reasonable insurance coverage appropriate to the Services provided, including general liability and professional liability insurance, and shall provide certificates of insurance upon request.

14. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, partner, agent, or joint venturer of Client. Provider shall be solely responsible for all taxes, withholdings, benefits, and other obligations of Provider's personnel.

15. TERMINATION

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice. Client may terminate for convenience upon thirty (30) days' prior written notice, in which event Client shall pay Provider for Services performed and non-cancellable commitments made through the effective date of termination.

16. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when personally delivered or three (3) days after deposit in the U.S. mail, first class, postage prepaid, or when sent by nationally recognized overnight courier, to the addresses set forth below or such other address as either party may designate by notice.

17. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of all or substantially all of its assets, provided that such assignee agrees in writing to be bound by the terms of this Agreement.

18. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, strikes, lockouts, acts of war, epidemics, fire, flood, governmental acts, or interruption of telecommunications or utilities, provided the non-performing party gives prompt notice and uses reasonable efforts to mitigate the effect of such force majeure event.

19. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the substantive laws of the State selected by the parties below without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties may pursue any remedy at law or in equity in the courts located in the selected jurisdiction.

20. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by either party to exercise any remedy or enforce any provision shall not constitute a waiver of such right or provision.

21. ENTIRE AGREEMENT

This Agreement, together with any Statements of Work and written change orders, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

22. SEVERABILITY

If any provision of this Agreement is held 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.

23. COUNTERPARTS

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. Signatures delivered by electronic means shall be deemed to be original signatures.

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