Professional Provider Agreement

PROFESSIONAL PROVIDER AGREEMENT

This Professional Provider Agreement ("Agreement") is entered into as of the day of , by and between Client Name: , entity type: Individual Corporation/LLC , with principal place of business at ("Client"), and Provider Name: , entity type: Individual Corporation/LLC , with principal place of business at ("Provider").

RECITALS

WHEREAS, Client desires to retain Provider to perform professional services consisting of (the "Services") in accordance with the terms of this Agreement;

WHEREAS, Provider represents that it has the qualifications, experience and ability to perform the Services and is willing to perform such Services under the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services.

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

1. DEFINITIONS

1.1 "Deliverables" means the tangible and intangible work product, reports, documentation and other materials to be delivered by Provider to Client as specified in the Scope of Services.

1.2 "Confidential Information" means any nonpublic information disclosed by a party to the other party that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential, including but not limited to business plans, customer information, technical data and pricing.

2. SCOPE OF SERVICES

Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Provider will provide qualified personnel, comply with the mutually agreed timeline set forth in the Scope of Services, and obtain Client's written acceptance of Deliverables where acceptance criteria are specified.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement will commence on the Effective Date and 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 this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination will be without prejudice to any other remedies available at law or in equity.

4. COMPENSATION AND PAYMENT

Provider shall invoice Client in accordance with the billing schedule set forth in the Scope of Services. Unless otherwise agreed, Client shall pay all undisputed invoices within days of receipt. Overdue amounts shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less.

5. EXPENSES

Client will reimburse Provider for all reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of the Services, subject to submission of receipts and documentation. Reimbursable expenses do not include general overhead, administrative costs, or travel upgrades.

6. INDEPENDENT CONTRACTOR; TAXES

Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties. Provider is solely responsible for payment of all federal, state and local taxes arising from compensation paid to Provider.

7. CONFIDENTIALITY

Each party shall: (a) protect Confidential Information of the other party using at least the same degree of care it uses to protect its own Confidential Information, but no less than reasonable care; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information except to employees, agents or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those herein. These obligations survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they remain trade secrets under applicable law.

8. INTELLECTUAL PROPERTY

8.1 Pre-existing IP. Each party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Agreement transfers ownership of pre-existing IP.

8.2 Work Product. Except as expressly set forth herein, all right, title and interest in any Work Product created by Provider specifically for Client under this Agreement shall be assigned to Client upon full payment of fees. Provider hereby irrevocably assigns to Client all right, title and interest in such Work Product and agrees to execute instruments necessary to effectuate such assignment.

9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

Provider represents and warrants that: (a) it has the full right and authority to enter into this Agreement; (b) the Services will be performed in a professional manner consistent with industry standards; and (c) the Deliverables, to Provider's knowledge, do not infringe third-party intellectual property rights. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligence, willful misconduct, or infringement of a third party's intellectual property rights caused by Provider's Deliverables, except to the extent such claims arise from Client's breach or misuse.

11. INSURANCE

Provider shall maintain, at its expense, general commercial liability insurance with limits of not less than per occurrence and professional liability/errors and omissions coverage with limits of not less than per claim, or such greater limits as Client may reasonably require. Provider shall provide certificates of insurance upon request.

12. LIMITATION OF LIABILITY

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

13. COMPLIANCE WITH LAWS

Each party shall comply with all applicable federal, state and local laws, rules and regulations in the performance of its obligations under this Agreement, including data protection and export control laws where applicable.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by certified mail, nationally recognized courier, or email (with confirmation) to the addresses below:

15. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Signatures delivered by electronic means (including scanned or digital signatures) will be binding.

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 State of without regard to principles of conflicts of law.

17.2 Entire Agreement. This Agreement, together with the Scope of Services and any exhibits expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to the subject matter hereof.

17.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect, and the parties will negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' intent.

18. MISCELLANEOUS

The parties acknowledge that they have read this Agreement, understand it and agree to be bound by its terms. Headings are for convenience only and do not affect interpretation.

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