Professional Services Account Agreement

PROFESSIONAL SERVICES ACCOUNT AGREEMENT

This Professional Services Account Agreement ("Agreement") is entered into as of by and between Service Provider Name: , a Individual Corporation LLC Partnership formed under the laws of , with principal address (the "Service Provider"), and Client Name: , located at (the "Client"). Service Provider and Client are collectively referred to as the "Parties."

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services in the area of consulting, software, technical support and related professional deliverables; and

WHEREAS, Client desires to retain Service Provider to perform certain services and to establish an account under the terms and conditions set forth herein; and

WHEREAS, the Parties intend for the arrangement to be governed by a written agreement that sets forth the scope of services, fees, account administration and the respective rights and obligations of the Parties.

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

1. DEFINITIONS

1.1 "Account" means the Client-specific account established by Service Provider to receive Services and to track fees, invoices and deliverables. 1.2 "Services" means the professional services, deliverables and related work described in a Statement of Work. 1.3 "Authorized Users" means individual persons designated by Client who are permitted to access the Account and receive Services on Client's behalf.

2. ACCOUNT SETUP AND ACCESS

2.1 Account Establishment. Client will provide Service Provider with complete and accurate information necessary to establish the Account, including the primary contact name and email .

2.2 Credentials; Security. Service Provider will issue credentials for Authorized Users. Client is responsible for maintaining the confidentiality of credentials and for all actions taken under the Account. Client shall notify Service Provider within days after becoming aware of any unauthorized access.

3. STATEMENT OF WORK; SCOPE OF SERVICES

3.1 Services. The specific services to be provided under this Agreement shall be set forth in one or more Statements of Work (each, an "SOW") signed by the Parties. Each SOW must specify the scope, schedule, deliverables, acceptance criteria and fees.

4. FEES, BILLING AND PAYMENT

4.1 Fees. Client shall pay the fees set forth in each applicable SOW. Fees are exclusive of taxes, duties and similar governmental charges. The initial account fee or retainer, if any, shall be .

4.2 Billing; Payment Terms. Service Provider will invoice Client in accordance with the billing schedule in the applicable SOW. Unless otherwise specified, invoices are due within days of invoice. Late payments shall accrue interest at or the maximum permitted by law, whichever is less.

5. CLIENT RESPONSIBILITIES

Client shall provide Service Provider with timely access to personnel, facilities, information and systems as reasonably required for Service Provider to perform the Services. Client shall obtain all necessary rights, permissions and consents from third parties required to enable performance of the Services.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is marked or reasonably should be understood to be confidential. Confidential Information excludes information that is or becomes publicly available other than by breach of this Agreement, or is independently developed by the receiving Party.

6.2 Obligations. The receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) disclose Confidential Information only to Authorized Users with a need to know.

7. DATA PROTECTION AND SECURITY

Service Provider shall implement and maintain reasonable administrative, technical and physical safeguards appropriate to the nature of the Client data processed under this Agreement. In the event of a security breach affecting Client data, Service Provider will notify Client without undue delay and cooperate in mitigation consistent with applicable law.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Each Party retains all right, title and interest in its pre-existing intellectual property. 8.2 Deliverables. Unless otherwise specified in an SOW, Service Provider assigns to Client all right, title and interest in and to deliverables specifically created for Client and paid for in full. Service Provider retains ownership of its general know-how, methodologies and tools and grants Client a non-exclusive license to use such materials embodied in the deliverables solely for Client's internal business purposes.

9. WARRANTIES AND DISCLAIMERS

9.1 Limited Warranty. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For any breach of this warranty, Client's exclusive remedy shall be re-performance of the defective Services or, if Service Provider is unable to re-perform, a refund of fees paid for the deficient Services.

9.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9.1, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

10. INDEMNIFICATION

10.1 By Service Provider. Service Provider shall indemnify, defend and hold Client harmless from and against third-party claims arising out of Service Provider's gross negligence or willful misconduct in performing the Services.

10.2 By Client. Client shall indemnify, defend and hold Service Provider harmless from and against third-party claims arising from Client's breach of this Agreement, Client data or Client's misuse of the Services.

11. LIMITATION OF LIABILITY

To the maximum extent permitted by law, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each Party arising out of or related to this Agreement shall not exceed the fees paid or payable by Client to Service Provider under the applicable SOW giving rise to the claim in the twelve (12) months preceding the event.

12. INSURANCE

Service Provider shall maintain commercial general liability insurance, professional liability/errors and omissions insurance and workers' compensation as required by law. Minimum coverage for commercial general liability shall be per occurrence, unless otherwise agreed.

13. TERM; TERMINATION

13.1 Term. This Agreement shall commence on the date written above and continue for an initial term of , and thereafter shall renew automatically for successive terms as set forth in an applicable SOW unless either Party provides written notice of non-renewal.

13.2 Termination for Cause. Either Party may terminate this Agreement or any SOW upon written notice if the other Party materially breaches this Agreement and fails to cure within days after receipt of written notice specifying the breach.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section. Notices will be deemed given when delivered personally, one business day after deposit with a nationally recognized overnight courier, or three business days after mailed by certified mail, return receipt requested.

15. AMENDMENTS; WAIVER

No modification to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay by either Party to exercise any right shall not constitute a waiver of that right.

16. 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.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any SOWs and exhibits executed under it, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. COUNTERPARTS; ASSIGNMENT; FORCE MAJEURE

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. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. Neither Party shall be liable for failure or delay caused by events beyond its reasonable control.

19. AUDIT RIGHTS

Client shall maintain records necessary to demonstrate compliance with this Agreement. Service Provider may, upon reasonable notice and during normal business hours, inspect and audit relevant records to the extent reasonably necessary to verify Client's compliance with payment obligations and other material terms.

20. MISCELLANEOUS

Headings are for convenience only and do not affect interpretation. The Parties agree to cooperate in good faith to effectuate the intent of this Agreement.

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