Professional Secretarial Agreement

PROFESSIONAL SECRETARIAL AGREEMENT

This Professional Secretarial Agreement ("Agreement") is entered into as of , by and between Client Name: whose principal place of business is (hereinafter "Client"), and Service Provider Name: whose principal place of business is (hereinafter "Service Provider"). Client and Service Provider may each be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client requires professional secretarial, administrative and clerical support services to assist in the day-to-day administrative operations of Client's business; and

WHEREAS, Service Provider represents that it has the skill, personnel and capacity to provide such secretarial services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider shall provide secretarial services to Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall provide secretarial and administrative services including, without limitation, document preparation, correspondence management, scheduling, recordkeeping, meeting coordination, minute taking, and other administrative tasks reasonably requested by Client and agreed by Service Provider (collectively, the "Services"). Detailed description of the Services to be provided is:

1.2 Performance Standard. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and shall assign competent personnel to perform the Services. Service Provider shall comply with Client's reasonable written policies and procedures when performing services at Client premises.

2. TERM

2.1 Term. The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with Section 11.

3. COMPENSATION; EXPENSES

3.1 Fees. Client shall pay Service Provider a fee of $ per for the Services. Fees are exclusive of applicable taxes.

3.2 Payment Terms. Service Provider shall submit invoices to Client in accordance with the following schedule: . Client shall pay invoices within days of receipt unless disputed in good faith.

3.3 Expenses. Client shall reimburse Service Provider for reasonable, pre-approved, out-of-pocket expenses incurred in connection with the performance of the Services upon submission of receipts. Reimbursable expenses are:

4. CONFIDENTIALITY

4.1 Confidential Information. Each Party acknowledges that in the course of performing this Agreement it may receive confidential, proprietary or trade secret information of the other Party (collectively, "Confidential Information"). Confidential Information does not include information that (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was rightfully in the receiving Party's possession prior to disclosure; or (iii) is rightfully obtained from a third party without restriction.

4.2 Nondisclosure. The receiving Party shall (i) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted herein; (ii) use Confidential Information solely for the performance of this Agreement; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

4.3 Survival. The obligations of confidentiality shall survive termination of this Agreement for a period of unless otherwise required by law.

5. CONFLICTS; INDEPENDENT CONTRACTOR

5.1 Conflicts. Service Provider represents that to the best of its knowledge there is no conflict of interest that would prevent it from performing the Services. Service Provider shall promptly disclose to Client any actual or potential conflict that arises.

5.2 Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship. Service Provider is solely responsible for withholding taxes, workers' compensation insurance, and other obligations of an independent contractor.

6. INTELLECTUAL PROPERTY

6.1 Work Product. All documents, records, deliverables and other materials generated by Service Provider in the performance of the Services (collectively, "Work Product") shall be the exclusive property of Client upon payment in full for Services related to such Work Product. Service Provider hereby assigns to Client all right, title and interest in and to such Work Product.

6.2 Background IP. Service Provider retains ownership of its pre-existing materials and tools used in providing the Services ("Background IP"). Service Provider grants Client a non-exclusive, non-transferable license to use Background IP solely to the extent incorporated into the Work Product.

7. INSURANCE; INDEMNIFICATION

7.1 Insurance. Service Provider shall maintain commercial general liability insurance and professional liability insurance in amounts customary for the industry. Evidence of insurance shall be provided upon Client's reasonable request.

7.2 Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's negligence, willful misconduct or breach of this Agreement, except to the extent such losses arise from the Indemnified Party's negligence or willful misconduct.

8. TERMINATION

8.1 Termination for Convenience. Either Party may terminate this Agreement for any reason upon days' prior written notice to the other Party.

8.2 Termination for Cause. Either Party may terminate this Agreement 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.

8.3 Effect of Termination. Upon termination, Service Provider shall deliver all Work Product to Client and Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination.

9. NOTICES

9.1 Manner. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or such other address as either Party may designate in writing.

10. AMENDMENTS; WAIVER

10.1 Amendments. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

10.2 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. 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.

11.2 Entire Agreement. This Agreement, together with any attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

11.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to modify the Agreement to effect the original intent of the Parties.

12. MISCELLANEOUS

12.1 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.

12.2 Remedies. Except as otherwise provided herein, the Parties agree that monetary damages may be an insufficient remedy for breach of certain obligations under this Agreement and that injunctive or other equitable relief may be appropriate.

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