Professional Integral Services Agreement

Professional Integral Services Agreement

This Professional Integral Services Agreement ("Agreement") is made as of the day of , , by and between Service Provider Name: , Entity Type: Corporation LLC Individual, organized under the laws of , with principal place of business at ; and Client Name: , Entity Type: Corporation LLC Individual, organized under the laws of , with principal place of business at . Service Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Service Provider represents that it has the expertise, personnel and resources to provide professional integrated services in the area of (the "Services");

WHEREAS, Client desires to engage Service Provider to perform the Services and Service Provider agrees to perform the Services under the terms and conditions set forth in this Agreement;

WHEREAS, the Parties intend for Service Provider to provide integrated professional services, including project management, deliverable preparation and coordination of subcontractors as reasonably required to achieve Client objectives.

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

1. DEFINITIONS

1.1 "Agreement" means this Professional Integral Services Agreement and all Schedules and Statements of Work executed under it.
1.2 "Deliverables" means tangible or electronic works, reports, designs, documentation and other items delivered to Client pursuant to a Statement of Work.
1.3 "Statement of Work" or "SOW" means a written description of Services, Deliverables, schedule and fees, incorporated into this Agreement by reference.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the Services described in each applicable SOW in a professional and workmanlike manner consistent with industry standards. Services shall include, at minimum, the tasks and Deliverables set forth in the applicable SOW. A general description of initial Services:

2.2 Changes to the Scope of Services shall be made only by a written change order signed by authorized representatives of both Parties. If a change order affects schedule or fees, the Parties shall negotiate an appropriate adjustment.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the date first written above and continues for an initial term of months unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience upon days' prior written notice to the other Party. Upon termination for convenience, Client shall pay Service Provider for Services performed and reasonable non‑cancelable commitments incurred prior to termination.

3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Service Provider the fees described in each SOW. The initial fee for Services under the first SOW is USD, payable as set forth in the applicable SOW.

4.2 Invoicing and Payment. Service Provider will invoice Client in accordance with the billing schedule set forth in the applicable SOW. Unless otherwise stated, Client shall pay all undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4.3 Expenses and Taxes. Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses. Fees are exclusive of taxes; Client shall pay all sales, use, VAT and other taxes arising from payments hereunder, excluding taxes on Service Provider's income.

5. DELIVERABLES; ACCEPTANCE

5.1 Delivery. Service Provider shall deliver Deliverables in accordance with the milestones and schedule set forth in the applicable SOW. Time is of the essence only to the extent expressly stated in the SOW.

5.2 Acceptance. Client shall have days from delivery to inspect and accept or reject Deliverables for material nonconformance. If Client does not provide written rejection describing nonconformance within such period, Deliverables will be deemed accepted.

6. PERSONNEL; SUBCONTRACTING

6.1 Key Personnel. Service Provider shall assign qualified personnel to perform the Services. Service Provider shall notify Client of any intended replacement of key personnel and shall use reasonable efforts to obtain Client's prior consent for replacements for positions specifically designated in an SOW as key personnel.

6.2 Subcontracting. Service Provider may subcontract portions of the Services provided that Service Provider remains responsible for performance and compliance with this Agreement.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means nonpublic information 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 and the circumstances of disclosure.

7.2 Obligations. The Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement or with the Disclosing Party's prior written consent.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Unless otherwise stated in an applicable SOW, Service Provider retains ownership of its pre-existing intellectual property and tools ("Service Provider IP"). Client shall own all right, title and interest in Deliverables that are specified as work made for hire or that otherwise are assigned to Client pursuant to an express written assignment in the SOW.

8.2 License. To the extent Service Provider retains ownership of any intellectual property incorporated into Deliverables, Service Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use such materials solely for Client's internal business purposes as contemplated by this Agreement.

9. WARRANTIES AND DISCLAIMERS

9.1 Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. For any breach of this warranty, Service Provider's sole and exclusive obligation shall be, at its option, to re-perform the nonconforming Services or refund the fees paid for the portion of the Services that are nonconforming.

9.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. INDEMNIFICATION

10.1 By Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against claims, damages, liabilities and costs arising out of Service Provider's negligent performance or willful misconduct, except to the extent caused by Client's breach or negligence.

10.2 By Client. Client shall indemnify, defend and hold harmless Service Provider from and against claims arising out of Client's use of Deliverables, Client-provided materials, or Client's breach of this Agreement.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. INSURANCE

Service Provider shall maintain, at its expense, insurance coverage customary for the industry and sufficient to cover its obligations under this Agreement, including commercial general liability and professional liability as applicable. Upon request, Service Provider shall provide certificates of insurance to Client.

13. COMPLIANCE WITH LAWS; EXPORT

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations. Client shall not export or re-export any Deliverable or technical data without obtaining required governmental authorizations.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation. Notices to Service Provider:

Notices to Client:

15. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver thereof, and any waiver must be in writing.

16. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its choice of law principles. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of this Agreement.

17. ENTIRE AGREEMENT

This Agreement, together with all SOWs and exhibits 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, whether written or oral.

18. 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 the Parties shall negotiate in good faith a substitute provision that, to the extent possible, effects the original intent.

19. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be valid and binding.

MISCELLANEOUS

Force Majeure: Neither Party shall be liable for delays or failures due to causes beyond its reasonable control, provided the affected Party promptly notifies the other and uses reasonable efforts to resume performance.

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except to an acquirer of substantially all of its business or assets by merger, sale or otherwise, provided the assignee assumes the obligations hereunder.

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