Professional PIAA Document

PROFESSIONAL PIAA DOCUMENT

This Professional PIAA Document (the "Agreement") is entered into as of , by and between Client Name: ("Client") and Provider Name: ("Provider"). The Client and Provider are individually a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client desires to retain Provider to perform professional services as described below under the terms and conditions set forth herein; and

WHEREAS, Provider represents that it has the experience, skill, personnel, and resources necessary to perform the Services and agrees to provide such Services to Client in accordance with this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations regarding the performance, ownership of resulting work product, confidentiality, compensation and liability allocation relating to the Services.

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

1. DEFINITIONS

1.1 "Services" means the professional services, deliverables and milestones described in Section 2 and Schedule A attached hereto. 1.2 "Confidential Information" means any nonpublic information disclosed by one Party to the other, whether oral, written or electronic, that is designated as confidential or that, by its nature, ought reasonably to be treated as confidential. 1.3 "Work Product" means all tangible and intangible results, inventions, improvements, works of authorship, reports, analyses and documentation developed by Provider in connection with the Services.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the project description below. Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

3. COMPENSATION AND PAYMENT

3.1 Client shall pay Provider the fees set forth below for performance of the Services. Fees shall be due and payable in accordance with the payment schedule. Unless otherwise specified, fees are exclusive of taxes and reimbursable expenses.

4. TERM AND TERMINATION

4.1 This Agreement shall commence on the Effective Date and continue until completion of the Services or until earlier terminated as provided below. 4.2 Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other Party. 4.3 Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any term of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of such breach. 4.4 Upon termination, Provider shall deliver to Client all Work Product completed through the effective date of termination, and Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination.

5. CONFIDENTIALITY

5.1 Each Party shall hold in confidence and not disclose or use any Confidential Information of the other Party except to the extent necessary to perform its obligations under this Agreement. 5.2 The obligations of confidentiality shall not apply to information that (a) is or becomes publicly available without breach of this Agreement, (b) is already in the receiving Party's possession without restriction, (c) is rightfully obtained from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. 5.3 Upon termination or upon the disclosing Party's request, the receiving Party shall return or destroy all Confidential Information and certify such return or destruction in writing.

6. INTELLECTUAL PROPERTY

6.1 Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to the Work Product created specifically for Client under this Agreement, and Client shall have exclusive ownership of such Work Product upon full payment. Provider retains ownership of its pre-existing materials, tools, methodologies and general knowledge, and grants Client a nonexclusive, royalty-free license to any pre-existing materials incorporated in the Work Product to the extent necessary for Client's use of the Work Product. 6.2 Provider represents that the Work Product will not infringe third-party intellectual property rights and that Provider has the right to grant the assignments and licenses set forth in this Section.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement. 7.2 Provider warrants that the Services will be performed in a competent and professional manner consistent with industry standards. 7.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Provider's breach of its representations and warranties under this Agreement, or (b) Provider's negligent acts or willful misconduct in performing the Services. 8.2 Client shall indemnify, defend and hold harmless Provider to the extent that any claim arises from Client's use of the Work Product in a manner inconsistent with this Agreement or applicable law.

9. INSURANCE

Provider shall maintain, at its expense, general liability and professional liability insurance coverage in amounts customary for Provider's industry. Upon Client's reasonable request, Provider shall provide certificates of insurance evidencing such coverage.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, regulations and ordinances in the performance of its obligations under this Agreement, including those relating to data protection, export control and employment.

12. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or such other address as either Party may designate by notice in accordance with this Section.

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless 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 such right.

14. COUNTERPARTS

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 delivered by electronic means shall be binding.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified below without regard to its conflicts of law rules.

16. ENTIRE AGREEMENT

This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, 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, to the extent practicable, achieves the Parties' original intent.

18. MISCELLANEOUS

The relationship of the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency. 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 without consent to an affiliate or in connection with a merger, sale of substantially all assets, or similar transaction.

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