Professional Services Agreement Duplicate

PROFESSIONAL SERVICES AGREEMENT DUPLICATE

This Professional Services Agreement Duplicate (the "Agreement") is made and entered into as of by and between Service Provider Name: (Entity Type: Corporation LLC Individual), and Client Name: (Entity Type: Corporation LLC Individual).

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services described herein and possesses the necessary experience, qualifications and personnel to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform certain professional services for Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend this document to constitute a duplicate original of the executed Agreement for the parties' records and to evidence their mutual covenants and obligations.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires: "Services" means the professional services described in Section 2; "Deliverables" means tangible work product delivered to Client; "Confidential Information" has the meaning set forth in Section 7.

2. SCOPE OF SERVICES

Service Provider shall provide professional services to Client as set forth in the statement of work attached as Exhibit A and incorporated herein. Service Provider shall perform the Services in a timely, professional and workmanlike manner consistent with industry standards.

3. TERM; TERMINATION

The term of this Agreement shall commence on the Effective Date entered above and continue until completion of the Services, unless earlier terminated as provided herein. Either party may terminate this Agreement upon days' prior written notice to the other party.

Client may terminate immediately for cause if Service Provider materially breaches this Agreement and fails to cure such breach within days after written notice.

4. COMPENSATION; PAYMENT

Client shall pay Service Provider fees as set forth in the applicable statement of work. Unless otherwise specified, Client shall pay Service Provider $ for the Services described herein.

Invoices shall be submitted by Service Provider and are due and payable within days of Client's receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum allowable by law.

5. EXPENSES

Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses incurred in connection with performance of the Services upon submission of appropriate receipts. Reimbursement shall be subject to Client's prior written approval for any single expense exceeding $.

6. CONFIDENTIALITY

Each party shall maintain as confidential all Confidential Information of the other party and shall not disclose such information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Confidential Information does not include information that is publicly available through no fault of the receiving party, independently developed by the receiving party, or rightfully received from a third party without restriction.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all Deliverables created by Service Provider specifically for Client in the performance of the Services shall be deemed "work made for hire" and, to the extent transferable, ownership of such Deliverables shall vest in Client upon full payment of all amounts due. Service Provider shall retain ownership of its preexisting intellectual property and tools, and hereby grants Client a nonexclusive, royalty-free license to any Service Provider intellectual property embedded in the Deliverables solely to the extent necessary for Client's use of the Deliverables.

8. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall be solely responsible for payment of all federal, state and local taxes, withholding and benefits related to its personnel.

9. REPRESENTATIONS; WARRANTIES

Each party represents and warrants that it has the full corporate or other power and authority to enter into and perform this Agreement. Service Provider represents and warrants that the Services will be performed in a professional manner consistent with prevailing industry standards and will not infringe the intellectual property rights of any third party.

10. INDEMNIFICATION

Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Service Provider's negligent acts or omissions, (b) Service Provider's breach of its representations or warranties, or (c) alleged infringement of third-party intellectual property by the Deliverables, except to the extent such claims arise from Client's misuse of the Deliverables.

11. INSURANCE

Service Provider shall maintain commercial general liability and professional liability insurance in amounts customary for the industry and shall provide certificates of insurance upon Client's request. Service Provider's insurance shall be primary with respect to any claims arising under this Agreement.

12. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, overnight courier, or personal delivery and shall be effective upon receipt.

14. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties below, without regard to conflict of law principles.

16. ENTIRE AGREEMENT

This Agreement, including all exhibits and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

18. 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. Facsimile or electronic signatures shall be binding and deemed original signatures.

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