Professional Services Addendum

PROFESSIONAL SERVICES ADDENDUM

This Professional Services Addendum (this Addendum) is entered into as of by and between Service Provider Name: and Client Name: . This Addendum supplements and amends the Master Services Agreement or other agreement between the parties identified above (the Agreement) and sets forth additional terms and conditions applicable to the Professional Services described herein.

RECITALS

WHEREAS, Service Provider possesses the expertise, personnel, tools and licenses necessary to perform certain professional services; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms set forth in this Addendum and, where inconsistent, to prevail over any contrary terms of the Agreement; and

WHEREAS, the parties intend that the services, deliverables, payment terms and allocation of risk related to such services be set forth expressly in this Addendum.

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 acknowledged, the parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Service Provider shall perform the services described in the statement of work below (the Services). The Services shall include, without limitation, the tasks, deliverables and timelines set forth in the statement of work.

2. TERM AND TERMINATION

2.1 Term. The term of this Addendum shall commence on the Effective Date specified above and continue until completion of the Services or earlier termination in accordance with this Section.

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

2.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Addendum and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees shall be invoiced in accordance with the billing schedule and are due within the time set forth below.

4. CHANGE ORDERS

Any change to the Services, schedule or fees shall be made only by mutual written amendment or a change order signed by authorized representatives of both parties. Change orders shall specify the change, the effect on fees and schedule, and any other terms affected by the change.

5. CONFIDENTIALITY

Each party acknowledges that in connection with the performance of the Services it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is designated as confidential or that, by its nature, should be treated as confidential. Each party shall: (a) use Confidential Information solely for the purposes of performing under this Addendum; (b) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party, was lawfully in the receiving party's possession prior to disclosure, or is rightfully obtained from a third party without restriction.

6. INTELLECTUAL PROPERTY

6.1 Work Product. Subject to Client's payment in full of all fees owed, Service Provider hereby assigns to Client all right, title and interest in and to any deliverables specifically and exclusively created by Service Provider for Client under this Addendum (the Work Product), and all Intellectual Property rights therein, to the extent transferable. The foregoing assignment does not include Service Provider's pre-existing tools, methodologies, know-how, templates, software, or other materials ("Residual Materials"), for which Service Provider retains ownership. Service Provider grants Client a perpetual, non-exclusive, royalty-free license to any Residual Materials to the extent incorporated into the Work Product solely for Client's internal use.

7. INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of the Indemnitor's gross negligence, willful misconduct, or breach of its representations, warranties or obligations under this Addendum. Service Provider further agrees to defend and indemnify Client from any claim that the Work Product, when used in accordance with this Addendum, infringes a third party's issued patent, copyright or trade secret, provided Client promptly notifies Service Provider of the claim and reasonably cooperates in the defense.

8. INSURANCE

Service Provider shall maintain insurance coverage as specified above and shall provide certificates of insurance upon Client's reasonable request. Such insurance shall be primary and non-contributory with respect to any insurance maintained by Client.

9. WARRANTIES; DISCLAIMER

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth herein, Service Provider disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. LIMITATION OF LIABILITY

Except for liability arising from breaches of confidentiality, willful misconduct, or indemnification obligations for third-party intellectual property claims, each party's aggregate liability under this Addendum shall not exceed the total fees paid or payable by Client to Service Provider under this Addendum during the twelve (12) month period preceding the event giving rise to the claim. In no event shall either party be liable for consequential, incidental, special, punitive or exemplary damages.

11. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and addressed to the parties at the addresses set forth below (or to such other address that a party may designate by written notice). Notices are effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail (return receipt requested).

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. This Addendum may be amended or modified only by a written instrument signed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party in exercising any right under this Addendum shall operate as a waiver of that right.

12.3 Counterparts. This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

13.1 Governing Law. This Addendum shall be governed by and construed in accordance with the laws of without regard to its conflict of law rules.

13.2 Severability. If any provision of this Addendum is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the intent and economic effect of the invalid provision.

13.3 Entire Agreement. This Addendum, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating thereto.

14. MISCELLANEOUS

14.1 Independent Contractor. Service Provider is an independent contractor and nothing in this Addendum creates an employment, partnership, joint venture or agency relationship between the parties.

14.2 Subcontracting. Service Provider may engage subcontractors to perform portions of the Services, provided Service Provider remains responsible for the performance of its subcontractors and compliance with this Addendum.

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