Professional Services Consultancy Contract

PROFESSIONAL SERVICES CONSULTANCY CONTRACT

This Professional Services Consultancy Contract (the "Agreement") is entered into as of Effective Date: by and between Consultant Name: (select entity type: Individual Corporation LLC), Consultant Address: , and Client Name: (select entity type: Individual Corporation LLC), Client Address: .

RECITALS

WHEREAS, Client desires to retain Consultant to perform certain professional services related to the Client's business operations as more particularly described herein; and

WHEREAS, Consultant represents that it possesses the necessary skills, experience and qualifications to perform such services and is willing to perform the services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SERVICES

1.1 Scope. Consultant shall provide the consulting services and deliverables described in the Scope of Services below (the "Services"). Consultant shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. TERM

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with Section 11 below. The Term may be extended only by written agreement signed by both parties.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Consultant the fees set forth below in consideration for the Services. Unless otherwise agreed in writing, all fees are payable in U.S. dollars.

3.2 Late Payments. Any amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for all costs of collection, including reasonable attorneys' fees.

4. EXPENSES

Client shall reimburse Consultant for reasonable and pre-approved out-of-pocket expenses incurred in connection with the performance of the Services, provided that Consultant furnishes receipts or other documentation for such expenses.

5. INVOICING

Consultant shall submit invoices in accordance with the invoice schedule below. Each invoice shall itemize fees, expenses, and applicable taxes.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means all non-public information disclosed by a party to the other, whether oral, written or electronic, 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.

6.2 Obligations. The receiving party shall (a) use Confidential Information only for the purposes of performing this Agreement, (b) protect Confidential Information with at least the same degree of care used to protect its own confidential information, and (c) not disclose Confidential Information to any third party except to those employees or contractors who need to know and who are bound by confidentiality obligations at least as protective as those hereunder.

6.3 Exceptions. Confidential Information shall not include information that the receiving party can demonstrate: (i) is or becomes publicly known through no breach by the receiving party; (ii) is received from a third party without breach of any obligation of confidentiality; or (iii) is independently developed without use of the disclosing party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Pre-Existing IP. Each party retains all right, title and interest in and to its pre-existing intellectual property and materials developed independent of this Agreement.

7.2 Work Product. Subject to payment in full of all fees due, Consultant hereby assigns to Client all right, title and interest in and to all deliverables created specifically for Client under this Agreement, to the extent such assignment is permitted by applicable law. Consultant retains the right to use general know-how, techniques, and methodologies developed in performing the Services.

7.3 License Back. To the extent Consultant retains rights in materials incorporated into any deliverable, Consultant grants Client a non-exclusive, royalty-free license to use such materials in connection with the deliverable for Client's internal business purposes.

8. WARRANTIES; DISCLAIMERS

Consultant warrants that it will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct or gross negligence.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A BREACH OF SECTION 6 (CONFIDENTIALITY) OR SECTION 7 (INTELLECTUAL PROPERTY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. TERMINATION

11.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination.

11.2 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 thirty (30) days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Client shall pay Consultant for Services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

12. INSURANCE

During the Term, Consultant shall maintain at its expense commercial general liability insurance and professional liability/errors & omissions insurance in amounts reasonable for the Services and shall provide certificates of insurance upon Client's request.

13. INDEPENDENT CONTRACTOR

Consultant is an independent contractor and not an employee, partner or agent of Client. Consultant shall be solely responsible for all taxes, withholdings and other statutory obligations with respect to amounts paid to Consultant under this Agreement.

14. NON-SOLICITATION

During the Term and for a period of twelve (12) months after termination, neither party shall solicit for employment any employee or contractor of the other party who was materially involved in the performance of this Agreement, unless the hiring party obtains prior written consent.

15. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, or failure of third-party services; provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

16. 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 addresses as a party may designate by written notice.

17. 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.

18. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.

19. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall constitute a waiver of that right.

20. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect, and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

21. 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 delivered electronically or by facsimile shall be effective as original signatures.

22. ACKNOWLEDGMENT

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. Each signatory represents and warrants that they have the authority to bind the party on whose behalf they sign.

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