Professional Engagement Contract

PROFESSIONAL ENGAGEMENT CONTRACT

This Professional Engagement Contract ("Agreement") is made and entered into as of by and between Client Name: with principal address: and Service Provider Name: with principal address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Client desires to engage Provider to perform professional services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the expertise, personnel and resources to perform the services described herein and is willing to provide such services to Client on the terms and conditions set forth below; and

WHEREAS, the Parties intend by this Agreement to set forth their entire understanding, scope, compensation and allocation of risk with respect to the engagement.

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 professional services and deliverables described in Exhibit A (the "Services"). Provider shall perform the Services professionally, in a timely manner and in accordance with industry standards. The Parties shall document any agreed changes in accordance with Section 1.2.

1.2 Change Orders. Any modification to the scope, schedule or compensation shall be made only by written change order signed by authorized representatives of both Parties. Provider shall not be obligated to perform additional services absent such a written agreement.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date set forth above and shall continue until completion of the Services or earlier termination in accordance with Section 11.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth in Exhibit A. Unless otherwise stated, fees are exclusive of applicable taxes and reimbursable expenses. Provider's fee for the Services shall be:

One-time upon invoice    Monthly    By milestone per Exhibit A

3.2 Late Payment. Overdue amounts shall accrue interest at the rate of from the due date until paid. Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees.

4. EXPENSES

Provider shall be reimbursed for reasonable, pre-approved out-of-pocket expenses incurred in the performance of the Services upon submission of receipts. Any single expense exceeding requires Client's prior written approval.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by either Party that is designated confidential or that a reasonable person would understand to be confidential.

5.2 Obligations. The receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect it with at least the same degree of care the receiving Party uses to protect its own confidential information but no less than reasonable care; and (c) not disclose it except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

5.3 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was already known by the receiving Party without obligation of confidentiality as demonstrated by written records; (c) is independently developed by the receiving Party; or (d) is required to be disclosed by law, provided the disclosing Party is given prompt notice and an opportunity to seek protective measures.

6. INTELLECTUAL PROPERTY

6.1 Work Product. Except as otherwise set forth in Exhibit A, Provider agrees that all deliverables and Work Product created specifically for Client under this Agreement shall be the sole and exclusive property of Client upon full payment of all amounts due hereunder. Provider hereby assigns to Client all right, title and interest in and to such Work Product.

6.2 Preexisting Materials. Notwithstanding the foregoing, Provider shall retain ownership of its preexisting materials, tools, software and methodologies ("Provider Materials"). Provider grants Client a non-exclusive, non-transferable license to use Provider Materials solely as incorporated into the Work Product for Client's internal business purposes.

7. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, agent or partner of Client. Provider shall be solely responsible for withholding and paying all taxes and benefits for its personnel.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement. Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

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

9.2 By Client. Client shall indemnify, defend and hold harmless Provider from and against third-party claims to the extent arising from Client's breach of this Agreement, Client-provided materials, or Client's use of the Work Product inconsistent with this Agreement.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES.

11. TERMINATION

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

11.2 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 thirty (30) days after receipt of written notice specifying the breach.

11.3 Effect of Termination. In the event of termination, Client shall pay Provider for Services performed and reimbursable expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, intellectual property ownership and limitations of liability shall survive termination.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

13. AMENDMENTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No course of dealing or failure to enforce any provision shall constitute a waiver of that provision.

14. WAIVER

A waiver of any breach or failure to enforce any provision of this Agreement shall not operate as a waiver of any subsequent breach. No waiver shall be effective unless in writing and signed by the waiving Party.

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT

This Agreement, together with all exhibits and attachments hereto, 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.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties to the maximum extent permitted by law.

18. 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 transmitted by facsimile or electronic image shall be binding.

19. MISCELLANEOUS

19.1 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 Client may assign to an affiliate or in connection with a merger or sale of substantially all assets.

19.2 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, provided that the affected Party gives prompt written notice and takes commercially reasonable steps to mitigate such delay.

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