Professional Services Agreement Compilation

PROFESSIONAL SERVICES AGREEMENT COMPILATION

This Professional Services Agreement Compilation (the "Agreement") is entered into as of Effective Date: by and between Client Name: , and Service Provider Name: . Each of Client and Service Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to engage Service Provider to perform compilation services consisting of assembling, organizing, and preparing specified deliverables as further described herein; and

WHEREAS, Service Provider represents that it has the professional qualifications, experience, and personnel necessary to perform the services in accordance with the terms of this Agreement; and

WHEREAS, the Parties wish to set forth the terms and conditions governing the provision and acceptance of such compilation services and related deliverables.

NOW, THEREFORE, in consideration of the mutual covenants 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 perform the compilation services described in the attached Statement of Work or, if not attached, as set forth below: (the "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

1.2 Changes. Any change to the scope of Services shall require a written change order signed by authorized representatives of both Parties, specifying changes to scope, schedule, and any adjustment to fees.

2. DELIVERABLES

2.1 Deliverables. Service Provider shall deliver to Client the items described as Deliverables below. Each Deliverable shall be subject to Client acceptance testing for a period of days following delivery.

3. TERM

3.1 Term. The term of this Agreement shall commence on Commencement Date: and continue until Completion Date: , unless earlier terminated in accordance with Section 14.

4. COMPENSATION

4.1 Fees. Client shall pay Service Provider fees in the amount of USD for the Services, payable as set forth in Section 4.2. Fees are exclusive of taxes and reimbursable expenses.

4.3 Invoicing. Service Provider shall submit invoices in accordance with the payment schedule. Invoices shall be due and payable within days of receipt by Client. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. EXPENSES

Except as otherwise agreed in writing, Client shall reimburse Service Provider for preapproved out-of-pocket expenses incurred in connection with performance of the Services upon presentation of reasonable documentation.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means nonpublic information of a Party disclosed in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations. Each receiving Party shall (a) protect Confidential Information of the disclosing Party with at least the same degree of care it uses to protect its own confidential information, and (b) not use or disclose such Confidential Information except as necessary to perform its obligations or as required by law. The obligations do not apply to information that is or becomes publicly available other than by a breach of this Agreement, or that is independently developed without use of the other Party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Unless otherwise agreed in writing, Service Provider retains ownership of preexisting intellectual property and general know-how. Client owns final deliverables produced specifically for Client under this Agreement upon full payment of fees. To the extent any intellectual property of Service Provider is embedded in a deliverable, Service Provider grants Client a nonexclusive, perpetual, worldwide license to use such embedded intellectual property solely for Client's internal business purposes.

7.2 Moral Rights; Attribution. To the extent permitted by law, Service Provider hereby waives and agrees not to assert any moral rights in the deliverables. Client shall not remove any proprietary notices placed by Service Provider in the deliverables without Service Provider's prior written consent.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations. Service Provider further warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. INDEMNIFICATION

Each Party (the "Indemnitor") shall indemnify, defend, and hold harmless the other Party (the "Indemnitee") from and against any third-party claims, liabilities, damages, or expenses (including reasonable attorneys' fees) to the extent arising out of the Indemnitor's breach of this Agreement, negligence, or willful misconduct.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INSURANCE

Service Provider shall maintain commercial general liability insurance and professional liability (errors and omissions) insurance in amounts reasonable for the Services. Upon request, Service Provider shall provide certificates evidencing such coverage. Insurance does not limit Service Provider's indemnification obligations.

12. TERMINATION

12.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party. Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination.

12.2 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.

13. NOTICES

All notices, requests, consents, claims, demands, and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth below or at such other address that may be designated by a Party by written notice in accordance with this Section.

14. MISCELLANEOUS

14.1 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.

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

14.3 Amendments and Waiver. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

14.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' intent.

14.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Signatures delivered by electronic means shall be effective as original signatures.

EXECUTION

The Parties have executed this Agreement by their duly authorized representatives as of the dates set forth below.

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