Professional Expertise Request Form

Professional Expertise Request Form

Instructions: Complete all fields. This document constitutes a binding agreement between the parties when executed. Provide clear and complete descriptions of the requested professional services, schedule, and payment terms. Fields marked with an asterisk are material to the engagement.

Parties and Contact Information

Recitals

WHEREAS, Client Name: desires to procure certain professional expertise and related services; and

WHEREAS, Service Provider Name: represents that it has the qualifications, experience, and capacity to perform the requested services in the area of ; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

Scope of Work

Describe the specific services, tasks, milestones, and responsibilities to be performed by the Service Provider. Identify any required standards, deliverable formats, or approvals.

Payment Terms

The Client shall pay the Service Provider for the services described above. Payment shall be made in accordance with the following terms:

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice.

Confidentiality

Each party (Recipient) shall keep confidential all non-public information disclosed by the other party (Discloser) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall not disclose Confidential Information to third parties except to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was in Recipient’s lawful possession prior to receipt; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Discloser’s Confidential Information.

Upon termination or expiration of this Agreement, Recipient shall promptly return or destroy Discloser’s Confidential Information and certify such return or destruction in writing upon request.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all deliverables specifically created for Client under this Agreement shall be considered work made for hire and ownership shall vest in Client upon full payment. Provider shall retain ownership of its pre-existing intellectual property and of general skills, know-how, and methodologies used in the performance of services, provided that no Confidential Information of Client is disclosed or used in violation of this Agreement.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from and against third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality or intellectual property obligations, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of each party for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for any disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including any attachments or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. No modification or amendment of this Agreement shall be effective unless memorialized in writing and signed by authorized representatives of both parties.

Additional Provisions

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