Professional Retainer Agreement

PROFESSIONAL RETAINER AGREEMENT

This Professional Retainer Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with Client Address: , and Service Provider Name: with Service Provider Address: .

RECITALS

WHEREAS, Client desires to retain Service Provider to provide professional services as described in this Agreement, and Service Provider has the skills, experience, and capacity to provide such services;

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform services and Client will compensate Service Provider, including payment of a retainer and periodic invoicing;

WHEREAS, the parties intend that the obligations in this Agreement will govern their relationship and the delivery of work product produced pursuant to this engagement.

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

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby engages Service Provider, and Service Provider accepts such engagement, to perform the professional services described below (the "Services") in accordance with the terms of this Agreement.

2. RETAINER, FEES AND BILLING

2.1 Retainer Fee. Client shall pay Service Provider an initial retainer in the amount of (the "Retainer"). The Retainer shall be applied against fees and expenses as provided in Section 2.3.

2.2 Fees and Rates. Fees for Services will be charged at the rates agreed by the parties: Hourly Rate: or Project Fee: . Time will be recorded in increments of 0.1 hour unless otherwise agreed in writing.

2.3 Application of Retainer; Invoicing. Service Provider will apply the Retainer to outstanding invoices. Service Provider will issue invoices on a basis. Invoices are due within days of receipt.

3. EXPENSES

Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in connection with the Services, including but not limited to travel, third-party vendor charges, and document reproduction. Any individual expense greater than requires Client's prior written approval.

4. PAYMENT TERMS; LATE PAYMENTS

4.1 Payment. All payments shall be made to Service Provider at the address listed for Service Provider in this Agreement or by electronic transfer to an account designated in writing. If invoices are not paid when due, Service Provider may suspend Services.

4.2 Interest on Overdue Amounts. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated daily and compounded monthly.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and shall continue until terminated pursuant to this Section.

5.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

5.3 Effect of Termination. Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work in progress upon payment of outstanding fees and expenses.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations. Each party agrees to hold Confidential Information in strict confidence, to use it solely to perform under this Agreement, and to restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, was rightfully in the receiving party's possession prior to disclosure, or is independently developed.

7. CONFLICTS OF INTEREST

Service Provider represents that, to the best of its knowledge, no conflict of interest exists that would prevent Service Provider from performing the Services. If a potential conflict arises, Service Provider will promptly disclose it to Client and, where required, obtain Client's informed consent prior to proceeding.

8. WORK PRODUCT; INTELLECTUAL PROPERTY

8.1 Ownership. Unless otherwise agreed in writing, upon full payment of all fees and expenses due under this Agreement, Service Provider assigns to Client all right, title and interest in deliverables that are custom-created by Service Provider for Client under this Agreement ("Work Product"). Pre-existing materials, tools, methodologies and general know-how of Service Provider shall remain Service Provider's sole property.

8.2 License. To the extent Service Provider retains underlying intellectual property rights, Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use such materials solely in connection with Client's use of the Work Product.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, damages and reasonable costs (including attorneys' fees) arising from (a) the Indemnifying Party's breach of this Agreement, (b) the Indemnifying Party's gross negligence or willful misconduct, or (c) claims that the Indemnifying Party's pre-existing materials infringe third-party rights, except to the extent such liabilities arise from the Indemnified Party's misuse of the Work Product.

10. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, in no event shall either party be liable for special, incidental, exemplary, punitive or consequential damages (including lost profits or business interruption) arising out of or related to this Agreement, whether in contract, tort, strict liability or otherwise. The aggregate liability of a party for claims arising out of this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

11. INSURANCE

Service Provider shall maintain, at its expense, commercially reasonable insurance coverage appropriate to the Services to be performed, including professional liability/errors and omissions insurance where applicable. Upon request, Service Provider will provide proof of insurance coverage to Client.

12. INDEPENDENT CONTRACTOR

The relationship of the parties is that of independent contractors. Neither party shall be deemed to be an agent, partner, joint venturer, or employee of the other for any purpose, and neither party shall have authority to bind the other except as expressly provided in this Agreement.

13. NOTICES

All notices, requests, consents, demands and other communications shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or to such other address as either party may designate by notice given pursuant to this Section. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. 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. Electronic signatures shall be binding.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes arising from this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibit or writing incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. Each party represents that it has the authority to enter into this Agreement. The parties will execute such additional documents as may be reasonably necessary to effectuate the purposes of this Agreement.

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