Professional Reviewer Contract

PROFESSIONAL REVIEWER CONTRACT

This Professional Reviewer Contract (the "Agreement") is made as of by and between Client Name: with principal address: and Reviewer Name: with principal address: .

RECITALS

WHEREAS, Client desires to engage Reviewer to provide professional review services as described in this Agreement; and

WHEREAS, Reviewer represents that Reviewer possesses the expertise, qualifications and capacity to perform the review services in a professional and timely manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Reviewer will perform such services.

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

1. ENGAGEMENT

Client hereby engages Reviewer, and Reviewer accepts such engagement, to perform the professional review services described in Section 2 (the "Services") on the terms and conditions set forth in this Agreement. Reviewer shall devote the time and professional skill necessary to perform the Services in accordance with industry standards and applicable law.

2. SERVICES

Reviewer shall perform the Services in a professional manner consistent with prevailing professional standards. Reviewer shall use reasonable care, skill and diligence and shall comply with all applicable laws, regulations, and industry guidelines applicable to the Services.

3. DELIVERABLES AND SCHEDULE

Deliverable Due Date:    Milestone Description:

4. COMPENSATION; EXPENSES

Client shall pay Reviewer a fee in the amount of USD for the Services described herein, payable as follows:

Late payments shall bear interest at the rate of or the maximum rate permitted by law, whichever is less.

Reimbursable Expenses:  If checked, Client shall reimburse Reviewer for reasonable pre-approved out-of-pocket expenses incurred in connection with performance of the Services, subject to submission of receipts and written approval where required. Reimbursement limit per invoice:

5. INDEPENDENT CONTRACTOR

Reviewer is an independent contractor and not an employee, agent or partner of Client. Reviewer shall be solely responsible for all taxes, withholdings, benefits and other obligations of an independent contractor. Nothing in this Agreement creates a joint venture, partnership, employment or agency relationship between the parties.

6. CONFIDENTIALITY

Reviewer shall keep confidential all non-public information and materials of Client disclosed in connection with the Services ("Confidential Information") and shall not disclose such information to any third party except as required by law or with Client's prior written consent. Confidentiality obligations shall survive termination of this Agreement for a period of years.

7. INTELLECTUAL PROPERTY

Reviewer agrees that all final deliverables created specifically for Client under this Agreement ("Work Product") shall be the sole and exclusive property of Client, and Reviewer hereby assigns and transfers to Client all right, title and interest in and to the Work Product, subject to Reviewer’s retained background intellectual property. Reviewer grants Client a worldwide, perpetual, royalty-free license to use any pre-existing Reviewer materials incorporated in the Work Product to the extent necessary for Client to utilize the Work Product.

8. WARRANTIES; DISCLAIMERS

Reviewer warrants that the Services will be performed in a professional manner consistent with generally accepted industry practices. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, REVIEWER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO REVIEWER UNDER THIS AGREEMENT OR , WHICHEVER IS GREATER.

10. INDEMNIFICATION

Reviewer shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Reviewer’s gross negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify Reviewer for claims arising from Client’s use of the Work Product in a manner inconsistent with this Agreement or applicable law.

11. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for days after written notice of such breach.

12. NOTICES

All notices must be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses set forth above and will be deemed given upon receipt.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing signed by both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. MISCELLANEOUS

The parties acknowledge that monetary damages may be an inadequate remedy for certain breaches of this Agreement and that either party may seek injunctive relief in addition to any other remedies available at law or in equity. The parties agree to cooperate in good faith to carry out the provisions of this Agreement.

Sign Now