Professional Management Services Contract

Professional Management Services Contract

This Management Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: and Manager Name: with principal address: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client operates certain business activities and assets and desires to retain Manager to perform professional management, advisory and administrative services in connection therewith; and

WHEREAS, Manager represents that it has the experience, personnel and capacity to perform the services described in this Agreement and is willing to provide such services subject to the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to Manager's performance of such services.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby engages Manager, and Manager accepts such engagement, to provide the management services described in Section 1.2 (the "Services") in accordance with the terms and conditions of this Agreement.

1.2 Services. Manager shall perform the Services which may include, as applicable, operational oversight, financial management, vendor supervision, personnel management, budgeting, reporting and such other management, administrative and advisory tasks as are reasonably necessary for Client's business operations. A non-exhaustive description of specific Services is set forth below:

1.3 Change Orders. Any material changes to the scope of Services that materially affect Manager's fees or timeline shall be documented in a written change order signed by both Parties prior to performance.

2. TERM; TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of unless earlier terminated in accordance with this Agreement.

2.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party upon written notice specifying the breach if such breach is not cured within days after receipt of notice.

2.3 Termination for Convenience. Client may terminate this Agreement without cause upon days prior written notice to Manager. Manager may terminate for convenience upon days prior written notice to Client.

2.4 Effect of Termination. Upon termination, Manager shall deliver to Client all work product, records and materials, and Client shall pay Manager all undisputed fees and reimbursable expenses accrued through the effective date of termination. Sections governing confidentiality, indemnification, intellectual property, records and payment shall survive termination.

3. COMPENSATION; PAYMENT

3.1 Fees. Client shall pay Manager fees in consideration for the Services as follows: Base Fee: per . Additional performance or incentive fees, if any, are described here:

3.2 Invoicing and Payment. Manager shall submit invoices to Client monthly in arrears (or other frequency as specified). Invoices are due and payable within days of receipt. Overdue amounts shall bear interest at a rate of or the maximum allowed by law, whichever is less.

3.3 Taxes. Fees are exclusive of taxes. Client shall be responsible for sales, use or other transaction taxes imposed on payments under this Agreement, excluding taxes imposed on Manager's net income.

4. EXPENSES

4.1 Reimbursable Expenses. Client shall reimburse Manager for reasonable out-of-pocket expenses incurred in connection with the performance of Services, provided that such expenses are supported by documentation and pre-approved by Client where required. Manager shall use commercially reasonable efforts to minimize such expenses.

4.2 Expense Cap. Individual non-routine expenses exceeding require Client's prior written approval.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is marked confidential or would reasonably be understood to be confidential given its nature.

5.2 Obligations. Each Party agrees to hold Confidential Information of the other Party in strict confidence, to use it only to perform its obligations under this Agreement, and not to disclose it except to employees, agents or permitted advisors who need the information to perform obligations 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 public through no breach hereof; (b) was known to the recipient prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law, provided the disclosing Party is given prompt notice to seek protective measures.

6. INTELLECTUAL PROPERTY

6.1 Work Product. Except as otherwise agreed in writing, all deliverables and work product created by Manager specifically for Client under this Agreement ("Work Product") shall be the exclusive property of Client upon full payment of fees due for such Work Product. Manager hereby assigns to Client all right, title and interest in and to such Work Product.

6.2 Pre-Existing Materials. Manager retains ownership of its pre-existing tools, templates, methodologies and other materials ("Manager Materials"). Manager grants Client a non-exclusive, non-transferable license to use Manager Materials solely as incorporated within the Work Product and solely for Client's internal business purposes.

7. INDEPENDENT CONTRACTOR

Manager is an independent contractor. Nothing in this Agreement shall create an employment relationship, partnership, joint venture or agency between the Parties. Manager is solely responsible for withholding and paying its employees' taxes and benefits.

8. PERSONNEL; SUBCONTRACTING

8.1 Personnel. Manager shall assign qualified personnel to perform the Services. Manager remains responsible for the acts and omissions of its personnel and agents.

8.2 Subcontracting. Manager may subcontract portions of the Services provided that Manager obtains Client's prior written consent for any subcontractor who will have access to Confidential Information or will perform a material portion of the Services. Manager remains responsible for subcontractor performance.

9. INDEMNIFICATION

9.1 Manager Indemnity. Manager 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 Manager's gross negligence, willful misconduct, breach of this Agreement or infringement of third-party intellectual property rights by Manager's deliverables.

9.2 Client Indemnity. Client shall indemnify, defend and hold harmless Manager and its affiliates from third-party claims arising from Client's negligence, breach of law or misuse of the Work Product.

10. INSURANCE

Manager shall maintain at its expense commercially reasonable insurance coverage, including general liability and professional liability/errors & omissions insurance with limits customary for Manager's industry and sufficient to cover its obligations under this Agreement. Upon request, Manager shall provide certificates of insurance to Client.

11. RECORDS; AUDIT

Manager shall maintain complete and accurate records related to performance of the Services and invoices for a period of at least three (3) years following the end of the term. Client may audit such records upon reasonable prior written notice during regular business hours, and any disputed charges found to be in error shall be promptly corrected.

12. WARRANTIES; DISCLAIMER

Manager warrants that the Services shall be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, MANAGER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

13. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITIES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS. MANAGER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO MANAGER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. NON-SOLICITATION

During the term of this Agreement and for twelve (12) months thereafter, neither Party shall solicit for employment any employee of the other Party who was materially involved in the performance of Services under this Agreement, except with prior written consent.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or such other address as a Party may designate by notice in accordance with this Section) by certified mail, overnight courier, or personal delivery.

16. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any right under this Agreement shall be effective unless in writing 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.

17. GOVERNING LAW; DISPUTE RESOLUTION; MISCELLANEOUS

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. Governing State:

17.2 Dispute Resolution. The Parties agree to first attempt in good faith to resolve disputes through negotiation between senior representatives. If unresolved, disputes shall be submitted to arbitration or litigation as selected by the Parties: . The selected forum shall have exclusive jurisdiction.

17.3 Entire Agreement. This Agreement, including any exhibits or change orders signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings.

17.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent.

17.5 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 or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

17.6 Force Majeure. Neither Party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, acts of government, labor disputes, terrorism or pandemics, provided that the affected Party provides prompt notice and uses commercially reasonable efforts to mitigate the impact.

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