Professional Master Contract

Professional Master Contract

This Professional Master Contract ("Agreement") is entered into as of by and between Client Name: , a organized under the laws of with principal place of business at ; and Service Provider Name: , a organized under the laws of with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain professional services as described in one or more Statements of Work to be issued pursuant to this Agreement;

WHEREAS, Provider represents that it possesses the necessary expertise, personnel and resources to perform such services in a professional and workmanlike manner; and

WHEREAS, the parties intend that this Agreement will govern the terms and conditions under which Provider will perform services for Client as set forth herein and in any Statements of Work executed under this Agreement.

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

1. DEFINITIONS

1.1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Professional Master Contract and all Statements of Work issued hereunder; "Services" means the professional services to be performed by Provider as described in a Statement of Work; "Deliverables" means any tangible or intangible work product delivered to Client pursuant to a Statement of Work; "Confidential Information" means non-public business or technical information disclosed by a party that is marked confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES; STATEMENT OF WORK

2.1. Engagement. Client engages Provider, and Provider accepts such engagement, to perform Services as set forth in each Statement of Work executed by the parties. Each Statement of Work shall identify the Services, Deliverables, schedule, acceptance criteria and applicable fees.

2.2. Changes. Any material change to a Statement of Work shall be documented in a written change order signed by authorized representatives of both parties. Provider shall not be required to perform work outside the scope of an executed Statement of Work without such a change order.

3. TERM; TERMINATION

3.1. Term. The term of this Agreement shall commence on and continue until , unless earlier terminated in accordance with this Agreement.

3.2. Termination for Convenience. Either party may terminate this Agreement or any Statement of Work for convenience upon days' prior written notice to the other party.

3.3. Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. COMPENSATION; PAYMENT

4.1. Fees. Client shall pay Provider the fees set forth in each Statement of Work. Unless otherwise agreed, Provider shall invoice Client in accordance with the invoice frequency set forth below and Client shall pay invoices within the payment terms set forth below.

4.2. Late Payments. Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall be responsible for reasonable collection costs for delinquent amounts.

5. CONFIDENTIALITY

5.1. Confidentiality Obligations. Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose such information to any third party except to those employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The receiving party shall use Confidential Information only for the purposes of performing its obligations under this Agreement.

5.2. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the receiving party; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1. Ownership of Pre-Existing Materials. Each party retains all right, title and interest in and to its pre-existing intellectual property and tools. No rights are granted except as expressly set forth in this Agreement.

6.2. Ownership of Deliverables. Unless otherwise specified in a Statement of Work, Provider grants to Client a worldwide, non-exclusive, perpetual, royalty-free license to use, reproduce and modify Deliverables delivered to Client for Client's internal business purposes. Provider shall retain ownership of Provider's proprietary methodologies and tools embedded within Deliverables, provided that Client receives any necessary rights to use the Deliverables as set forth above.

7. WARRANTIES; DISCLAIMER

7.1. Mutual Warranties. Each party represents that it has the authority to enter into this Agreement and perform its obligations.

7.2. Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Provider will re-perform the deficient Services at no additional charge. This remedy is Client's sole and exclusive remedy for breach of the foregoing warranty.

7.3. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

8. INDEMNIFICATION

8.1. Provider Indemnity. Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against third-party claims arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement, including claims that the Deliverables infringe a third party's intellectual property rights, provided Client gives Provider prompt written notice of any such claim and cooperates in the defense of the claim.

8.2. Client Indemnity. Client shall defend, indemnify and hold harmless Provider from and against third-party claims arising from Client's misuse of the Deliverables, Client's breach of law, or Client's failure to provide required access or information to Provider.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS FOR THIRD-PARTY CLAIMS OR BREACHES OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

Provider shall maintain insurance coverage customary for the industry, including commercial general liability and professional liability coverage, in amounts sufficient to cover the risks associated with the Services. Upon request, Provider will provide certificates of insurance to Client evidencing such coverage.

11. INDEPENDENT CONTRACTOR

The relationship of Provider to Client shall be that of an independent contractor. Provider and its personnel are not employees, agents or partners of Client and are not eligible for any benefits provided by Client to its employees. Provider shall be responsible for payment of all taxes and benefits relating to its employees and contractors.

12. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including applicable export control, data protection and anti-corruption laws.

13. NOTICES

All notices, requests and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or five (5) business days after deposit in the mail, postage prepaid, to the addresses set forth below (or to such other address as either party may designate by notice to the other):

14. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, provided that either party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets or change of control, provided the assignee assumes the assigning party's obligations hereunder.

15. AMENDMENTS; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, unless in writing and signed by the waiving party.

16. 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 and the same instrument. Signatures delivered by electronic means shall be deemed binding for all purposes.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

17.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by Client: , without regard to its conflict of laws rules.

17.2. Entire Agreement. This Agreement, together with all executed Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

17.3. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent.

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