Professional Expert Services Agreement

Professional Expert Services Agreement

This Professional Expert Services Agreement (the "Agreement") is made as of Day: Month: Year: by and between Client Name: , a Entity Type: Individual Corporation LLC Partnership, with principal address (hereinafter "Client"), and Expert Name: , a Entity Type: Individual Corporation LLC Partnership, with principal address (hereinafter "Expert").

RECITALS

WHEREAS, Client seeks to retain Expert to provide specialized professional expertise, advice, analysis, testimony, or other services in the field described in Section 1; and

WHEREAS, Expert represents that Expert has the requisite qualifications, experience and professional licenses to perform such services and is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms by which Expert will provide services and Client will compensate Expert.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. SERVICES

1.1 Engagement. Client hereby engages Expert, and Expert accepts such engagement, to perform professional expert services as described below (the "Services"). Expert shall perform the Services in a professional and workmanlike manner, consistent with applicable standards for similarly situated experts.

1.2 Performance Schedule. Expert shall commence performance on or about and shall use commercially reasonable efforts to complete Services in accordance with the schedule set forth in Deliverables. Any change to the schedule must be documented in writing and signed by both parties.

2. COMPENSATION; EXPENSES

2.1 Fees. Client shall pay Expert the fees specified below for Services actually performed. Fees shall be invoiced in accordance with Section 2.3 and are due as provided in this Agreement.

2.2 Expenses. Client shall reimburse Expert for reasonable and pre-approved out-of-pocket expenses incurred in connection with performance of the Services. Reimbursement for any single expense in excess of requires prior written approval by Client.

2.3 Invoices; Payment. Expert shall submit invoices detailing services performed, hours, rates, and reimbursable expenses. Client shall pay invoices within days of receipt unless disputed in good faith, in which case undisputed amounts shall be paid when due.

3. INDEPENDENT CONTRACTOR

Expert is an independent contractor and nothing in this Agreement shall be construed to create an employment relationship, joint venture, partnership, or agency between the parties. Expert shall be responsible for all taxes, withholdings and other statutory obligations arising from compensation paid to Expert.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

4.2 Non-Disclosure. Each party shall hold the other's Confidential Information in strict confidence and shall not disclose or use such information except as necessary to perform under this Agreement or as required by law. The obligations in this Section shall remain in effect for years following the termination or expiration of this Agreement.

5. INTELLECTUAL PROPERTY; WORK PRODUCT

5.1 Ownership. Unless otherwise agreed in writing, all original reports, analyses, work product and deliverables prepared by Expert specifically for Client under this Agreement ("Work Product") shall be deemed works made for hire and, to the extent not a work made for hire, Expert hereby irrevocably assigns to Client all right, title and interest in and to the Work Product, subject to Expert's retained rights in pre-existing materials.

5.2 Pre-existing Materials. Notwithstanding the foregoing, Expert shall retain ownership of Expert's methodologies, tools, templates, know-how and materials that are developed prior to or independent of this engagement ("Pre-existing Materials"). To the extent any Pre-existing Materials are incorporated into Work Product, Expert grants Client a perpetual, non-exclusive, royalty-free license to use such Pre-existing Materials solely as incorporated into the Work Product.

6. REPRESENTATIONS; 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. Expert further represents that Expert's performance will not violate any confidentiality, non-compete or other agreement with any third party and that Expert will perform Services in accordance with applicable professional standards.

7. INDEMNIFICATION; INSURANCE

7.1 Indemnification. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's negligence, willful misconduct, breach of this Agreement or violation of applicable law.

7.2 Insurance. During the term of this Agreement, Expert shall maintain professional liability insurance with minimum limits of and shall provide certificates of insurance upon request.

8. LIMITATION OF LIABILITY

Except for liability arising from a party's fraud, willful misconduct, or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees actually paid by Client to Expert under this Agreement during the six (6) month period preceding the claim, or , whichever is greater.

9. TERMINATION

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

9.2 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 fifteen (15) days after receipt of written notice specifying the breach.

9.3 Effect of Termination. Upon termination, Client shall pay Expert for Services performed and reasonable, non-cancellable expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, ownership of Work Product, limitation of liability, governing law and any other provisions which by their nature are intended to survive termination shall survive.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, overnight courier, or certified mail (return receipt requested) to the addresses below, or to such other address as a party may specify in writing.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any breach shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. 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.

12.2 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, 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, to the extent possible, the parties' original intent.

13. MISCELLANEOUS

13.1 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 this Agreement to an affiliate or in connection with a sale of all or substantially all of Client's business related to this Agreement.

13.2 Remedies. Except as otherwise set forth herein, the rights and remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity.

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