Professional Service Contract

PROFESSIONAL SERVICE CONTRACT

This Professional Service Contract ("Agreement") is entered into as of Effective Date: by and between Service Provider: , an entity of type Individual Corporation LLC Partnership , with principal place of business at and Client Name: , an entity of type Individual Corporation LLC Partnership , with principal place of business at .

RECITALS

WHEREAS, Service Provider has represented that it possesses the professional expertise, personnel and facilities necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services and Service Provider is willing to perform such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby engages Service Provider, and Service Provider accepts engagement, to perform the professional services described in the Scope of Services attached hereto and incorporated by reference ("Services"). The Scope of Services shall identify deliverables, milestones and acceptance criteria.

2. TERM; TERMINATION

2.1 Term. This Agreement shall commence on the Effective Date and continue for the period set forth in the Scope of Services or until terminated as provided in this Section.

2.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party.

2.3 Termination for Cause. 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 specifying the breach.

2.4 Effect of Termination. Upon termination, Client shall pay Service Provider for Services performed through the effective date of termination and for non-cancellable obligations incurred by Service Provider. Service Provider shall deliver all work in progress to Client and shall return all Client Confidential Information.

3. COMPENSATION; PAYMENT

3.1 Fees. As full compensation for the Services, Client shall pay Service Provider the fees set forth in the Scope of Services or, if not specified, at the following rate: per hour, or fixed fee of as applicable.

3.2 Invoicing and Payment. Service Provider shall submit invoices in accordance with the invoice schedule set forth in the Scope of Services or monthly in arrears. Invoices are due and payable within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3.3 Taxes. Each party shall be responsible for its own taxes arising from the performance of this Agreement. Service Provider shall be responsible for all employment taxes on amounts paid to Service Provider's personnel.

4. INDEPENDENT CONTRACTOR

Service Provider shall perform the Services as an independent contractor and not as an employee, agent, or partner of Client. Service Provider shall have sole responsibility for the payment of wages, taxes and benefits to its employees and contractors and for compliance with applicable employment laws.

5. CONFIDENTIALITY

5.1 Definition. For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party that is marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. Each receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information only for the purposes of performing this Agreement, and (c) not disclose Confidential Information to any third party except to its personnel and advisors who have a need to know and are bound to confidentiality obligations no less protective than those in this Agreement.

5.3 Exceptions. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, is received from a third party without restriction, or is independently developed without the use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to the extent required by law, provided it gives advance notice to the disclosing party where legally permissible.

6. INTELLECTUAL PROPERTY

6.1 Work Product. Except as expressly set forth herein, all tangible and intangible deliverables created by Service Provider specifically for Client under this Agreement ("Work Product") shall be deemed a work made for hire to the extent permitted by law. To the extent any Work Product does not qualify as work made for hire, Service Provider hereby assigns to Client all right, title and interest in and to such Work Product.

6.2 Pre-existing Materials. Service Provider shall retain ownership of its pre-existing materials and tools, including general knowledge, know-how and methods. Service Provider grants Client a non-exclusive, royalty-free license to any pre-existing materials embodied in the Work Product to the extent necessary for Client's use of the Work Product.

7. REPRESENTATIONS; INDEMNIFICATION; INSURANCE

7.1 Representations. Each party represents that it has the full power and authority to enter into this Agreement and perform its obligations hereunder, and that its performance will not violate any contract, law or obligation to any third party.

7.2 Indemnification by Service Provider. Service Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses arising out of Service Provider's gross negligence, willful misconduct or breach of its representations, including infringement claims arising from the Work Product, except to the extent such claims arise solely from Client's modifications or misuse.

7.3 Insurance. Service Provider shall maintain, at its expense, commercial general liability and professional liability insurance with limits adequate for the Services and industry standards. Upon request, Service Provider shall provide certificates evidencing such coverage.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. SUBCONTRACTING

Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for their acts and omissions and ensures subcontractors comply with the terms of this Agreement.

10. NOTICES

All notices, requests and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, nationally recognized overnight courier, or personal delivery, or by email with confirmation. Notices are effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

11.2 Waiver. No waiver of any right shall be effective unless in writing signed by the waiving party. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

11.3 Counterparts. 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. Signatures delivered by electronic means shall be binding.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

12.2 Dispute Resolution. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within thirty (30) days, the parties agree to mediate in good faith before initiating litigation. Either party may seek injunctive relief when appropriate.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, including the Scope of Services and any attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

14. MISCELLANEOUS

The parties have executed this Agreement through their duly authorized representatives as of the Effective Date first written above.

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