Professional Services Affvantage Agreement

PROFESSIONAL SERVICES AFFVANTAGE AGREEMENT

This Professional Services Affvantage Agreement ("Agreement") is entered into as of by and between Service Provider Name: , an entity organized as Corporation LLC Individual, with principal place of business at and Client Name: , an entity organized as Corporation LLC Individual, with principal place of business at .

RECITALS

WHEREAS, Service Provider possesses specialized expertise in the provision of professional services described below and represents that it has the capacity, personnel, and resources to perform such services in a professional manner; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth in this Agreement and Service Provider agrees to provide such services on the terms and conditions contained herein; and

WHEREAS, the parties intend that the performance, deliverables, compensation, and allocation of risks between the parties be governed by the terms of this Agreement.

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

1. SERVICES

1.1 Scope. Service Provider shall provide the professional services and deliverables described in the Statement of Work attached hereto as Exhibit A and incorporated herein by reference. If Exhibit A is not attached at execution, the parties shall complete the scope in writing prior to the commencement of services. Describe the services in detail:

1.2 Performance Standards. Service Provider shall perform the services in a timely, professional, and workmanlike manner consistent with industry standards and shall assign personnel with the requisite qualifications and experience.

2. TERM

2.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 10.

3. COMPENSATION; EXPENSES

3.1 Fees. Client shall pay Service Provider the fees set forth in the applicable Statement of Work. Fee structure (select applicable): Fixed Fee Hourly Rate Milestone-Based

3.2 Fee Details. Fee amount or rate: . Billing frequency: . Payment terms: .

3.3 Expenses. Client shall reimburse Service Provider for pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with performance. Expense reimbursement requires prior written approval except for expenses under per item.

4. INDEPENDENT CONTRACTOR

4.1 Relationship. Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an agency, partnership, joint venture, or employment relationship. Service Provider shall be solely responsible for withholding and paying all employment-related taxes and benefits for its personnel.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a party that is designated 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 party shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely for performance under this Agreement, and (c) not disclose Confidential Information except to employees and subcontractors who need to know and who are bound by confidentiality obligations no less protective than those herein.

5.3 Exceptions. Confidential Information does not include information that (a) is or becomes public through no breach, (b) was known prior to disclosure without obligation, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Pre-Existing IP. Each party shall retain all right, title, and interest in and to its pre-existing intellectual property and materials.

6.2 Work Product. Subject to payment in full, all deliverables, work product, and inventions specifically created by Service Provider for Client under this Agreement and identified in an executed Statement of Work shall be deemed "Work Product." Unless otherwise agreed in writing, ownership of the Work Product shall vest in Client upon full payment and shall be considered a work made for hire. Service Provider hereby assigns to Client all right, title and interest in and to such Work Product. Service Provider retains the right to use general know-how and techniques developed independent of the Work Product.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Service Provider Warranty. Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. INDEMNIFICATION

8.1 By Service Provider. Service Provider shall indemnify, defend, and hold harmless Client from and against any third-party claims arising out of Service Provider's gross negligence, willful misconduct, or material breach of this Agreement, including reasonable attorneys' fees and costs.

8.2 By Client. Client shall indemnify, defend, and hold harmless Service Provider from and against any third-party claims arising from Client's misuse of deliverables, violation of law, or material breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. TERMINATION

10.1 For Convenience. Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

10.2 For Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

10.3 Effect of Termination. Upon termination, Client shall pay Service Provider for services performed and authorized expenses incurred through the effective date of termination. Sections regarding Confidentiality, Ownership, Indemnification, Limitation of Liability, Governing Law, and Payment shall survive termination.

11. 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 written notice in accordance with this Section. Notices shall be deemed given upon personal delivery, or three business days after deposit in the U.S. mail, postage prepaid, or the next business day after deposit with an overnight courier.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right unless in a writing signed by the waiving party.

12.3 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 transmitted electronically or by facsimile shall be deemed originals for all purposes.

13. GOVERNING LAW; DISPUTE RESOLUTION

13.1 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.

13.2 Dispute Resolution. The parties shall first attempt in good faith to resolve any dispute arising under this Agreement by negotiation. If negotiations fail, the parties agree to submit the dispute to non-binding mediation prior to initiating litigation. Either party may seek injunctive relief where appropriate to prevent irreparable harm.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, including any Statement of Work or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with one that is valid and achieves the original intent.

ADDITIONAL PROVISIONS

15.1 Subcontracting. Service Provider may engage subcontractors provided that Service Provider remains responsible for the acts and omissions of such subcontractors and obtains appropriate confidentiality and IP assignments as necessary.

15.2 Records; Audit. Service Provider shall maintain records relating to services and invoices for a period of three (3) years and shall permit Client to audit such records with reasonable notice and during normal business hours.

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