Professional Engagement Agreement

PROFESSIONAL ENGAGEMENT AGREEMENT

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

RECITALS

WHEREAS, Provider is engaged in the business of providing professional services and possesses experience, expertise and personnel capable of performing the services described below; and

WHEREAS, Client desires to retain Provider to perform certain professional services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set out their respective responsibilities, compensation and other terms governing the engagement.

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

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client engages Provider, and Provider accepts such engagement, to perform the services described in this Agreement and any Statement of Work incorporated herein.

2. TERM; TERMINATION

2.1 Term. The engagement shall commence on Commencement Date: / / and shall continue until completion of the Services or earlier termination as provided herein.

2.2 Termination for Convenience. Either Party may terminate this Agreement upon written notice to the other Party given at least days prior to termination.

2.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within thirty (30) days of receipt of written notice specifying the breach.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Provider fees in accordance with the schedule below. The initial fee amount is USD.

3.2 Invoices; Payment. Provider shall invoice Client in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within thirty (30) days of invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. EXPENSES

Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the performance of Services. Reimbursable expenses must be supported by receipts and charged in accordance with Provider's standard expense policy as provided to Client.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all non-public information, whether oral, written, electronic or other form, disclosed by a Party (Disclosing Party) to the other Party (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

5.2 Obligations. The Receiving Party shall (a) use Confidential Information solely for the performance of this Agreement, (b) restrict disclosure to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less restrictive than those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.3 Exceptions. Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement, (b) was rightfully known to the Receiving Party prior to disclosure, (c) is lawfully obtained from a third party without restriction, or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5.4 Return or Destruction. Upon termination or upon written request, Receiving Party shall return or destroy Confidential Information and certify destruction upon request, except to the extent retention is required by law or for archival backup.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Preexisting Materials. Each Party retains all right, title and interest in and to its Preexisting Materials. "Preexisting Materials" means materials, tools, know-how, software, methodologies and works developed or acquired prior to or outside the scope of this Agreement.

6.2 Deliverables. Subject to Client's payment of all fees due, Provider assigns to Client all right, title and interest in and to any Deliverables specifically created for Client under this Agreement and identified as such in a Statement of Work, to the extent such assignment is not inconsistent with applicable law. Provider shall retain ownership of Provider's Preexisting Materials included in Deliverables and grants Client a perpetual, royalty-free, nonexclusive license to use such Preexisting Materials solely as incorporated into the Deliverables.

7. INDEPENDENT CONTRACTOR

Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture or agency relationship between the Parties. Provider is solely responsible for all taxes and withholdings applicable to its performance hereunder.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any applicable law or contractual obligation to any third party. Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards.

9. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Provider's breach of this Agreement, gross negligence or willful misconduct. Client shall indemnify Provider to the extent arising from Client's breach or misuse of Deliverables.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. INSURANCE

Provider shall maintain commercial general liability insurance and professional liability/errors & omissions insurance in amounts consistent with industry standards and as reasonably requested by Client. Upon request, Provider will provide certificates of insurance evidencing such coverage.

12. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, courier, certified mail (return receipt requested) or nationally recognized overnight courier, and shall be deemed given upon receipt.

13. AMENDMENT; WAIVER

This Agreement may be amended or modified 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 any single or partial exercise of any right preclude other or further exercise of that or any other right.

14. GOVERNING LAW; COUNTERPARTS

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. 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.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Statement(s) of Work and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

16.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

16.2 Relationship of Documents. In the event of any conflict between a Statement of Work and this Agreement, the terms of this Agreement shall control unless the Parties expressly state otherwise in writing.

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