Professional Offshore Services Contract

PROFESSIONAL OFFSHORE SERVICES CONTRACT

This Professional Offshore Services Contract (the "Agreement") is entered into as of by and between Client Name: with principal business address (hereinafter "Client"), and Contractor Name: with principal business address (hereinafter "Contractor"). Client and Contractor are sometimes referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Client desires to obtain certain professional services located outside Client's country of incorporation and requires a service provider experienced in offshore delivery; and

WHEREAS, Contractor represents that it has the personnel, expertise, facilities and legal authority to perform the services described in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the provision of such services on the terms and conditions set forth herein.

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

1. DEFINITIONS

1.1 "Services" means the professional offshore services to be performed by Contractor as described in Exhibit A attached hereto and incorporated by reference. Exhibit A shall be completed in the Detailed Services field below.

1.2 "Deliverables" means the tangible work product delivered to Client pursuant to this Agreement as set forth in Exhibit A.

2. SCOPE OF SERVICES

2.1 Contractor shall perform the Services described in the Detailed Services field below in a professional and workmanlike manner consistent with industry standards. Contractor shall provide qualified personnel, management, facilities and equipment necessary to perform the Services.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date set forth above and shall continue for a period of months unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either Party may terminate this Agreement 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 this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Contractor the fees set forth in the fee schedule below. Unless otherwise stated, amounts are expressed in .

4.2 Payment Due. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5. TAXES; WITHHOLDING

Contractor shall be solely responsible for all taxes, duties, fees and other statutory charges arising from Contractor's performance under this Agreement, including any employer payroll taxes, social security contributions and corporate taxes assessed in Contractor's jurisdiction. Client shall not withhold taxes from fees payable to Contractor unless required by applicable law, in which case Client shall provide documentation of withholding to Contractor promptly.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations. Receiving Party shall not use Confidential Information except to perform under this Agreement and shall protect Confidential Information with at least the same degree of care as it uses to protect its own confidential materials, but in no event with less than reasonable care.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Pre-Existing Materials. Except as expressly set forth herein, each Party shall retain all right, title and interest in and to its pre-existing intellectual property and tools.

7.2 Deliverables. Subject to Client's payment of fees, Contractor hereby assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement, to the extent such assignment is effective under applicable law. Contractor shall retain ownership of general know-how, methodologies and tools.

8. DATA PROTECTION

8.1 Each Party shall comply with applicable data protection laws in relation to any personal data processed in connection with this Agreement. Contractor shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental loss, destruction or damage.

9. SUBCONTRACTING; PERSONNEL

Contractor may engage subcontractors to perform portions of the Services provided that Contractor remains responsible for the performance of such subcontractors and obtains written agreements from subcontractors imposing obligations consistent with this Agreement. Contractor warrants that all personnel assigned to perform the Services are properly qualified and legally authorized to perform such work.

10. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the authority to enter into this Agreement and that performance will not violate any other agreement or legal obligation. Contractor further warrants that the Services will be performed in accordance with generally accepted industry standards and in material compliance with applicable laws.

11. INDEMNIFICATION

Contractor shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third party claims arising out of Contractor's negligence, willful misconduct, breach of this Agreement, or infringement of third party intellectual property rights, except to the extent such claims arise from Client's unlawful or negligent acts.

12. LIMITATION OF LIABILITY

Except with respect to liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnity obligations, neither Party shall be liable to the other for any indirect, incidental, special or consequential damages, and each Party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

13. INSURANCE

Contractor shall maintain insurance coverage customary for the industry, including commercial general liability and professional liability insurance, in amounts sufficient to cover the obligations under this Agreement. Upon request, Contractor shall provide certificates evidencing such insurance.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or by confirmed electronic transmission, to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

15. AMENDMENTS; WAIVER; COUNTERPARTS

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

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction stated below, without regard to its conflicts of law principles.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. EXECUTION

The Parties have executed this Agreement through their duly authorized representatives as of the Effective Date first written above.

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