Professional Services Contract Agreement

PROFESSIONAL SERVICES CONTRACT AGREEMENT

This Professional Services Contract Agreement (the "Agreement") is entered into as of by and between Service Provider: with principal address , and Client: with principal address .

RECITALS

WHEREAS, Service Provider possesses professional skills, experience and expertise in the area of services described below and is willing to perform such services for Client on the terms set forth herein; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement, and Service Provider is willing to accept that engagement in accordance with the terms and conditions contained in this Agreement.

WHEREAS, the parties intend that the relationship created by this Agreement be that of independent contractor and client and not an employer-employee, joint venture or partnership relationship.

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

1. SERVICES

1.1 Services. Service Provider shall perform professional services for Client as described in the statement of work below (the "Services"). Service Provider shall perform the Services in a professional, timely and workmanlike manner in accordance with industry standards.

2. TERM

2.1 Effective Date and Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 12.

3. COMPENSATION

3.1 Fees. Client shall pay Service Provider the fees set forth below for the performance of the Services. Fees are exclusive of taxes unless otherwise specified.

4. EXPENSES

4.1 Reimbursable Expenses. Client shall reimburse Service Provider for pre-approved, reasonable and documented out-of-pocket expenses incurred in connection with the Services. Reimbursement shall be made within thirty (30) days of Client's receipt of an itemized invoice.

5. INVOICING AND PAYMENT

5.1 Invoices. Service Provider shall submit invoices to Client in accordance with the payment terms above. Each invoice shall identify work performed, dates, hours (if applicable), and any reimbursable expenses.

6. INDEPENDENT CONTRACTOR

6.1 Relationship. The parties agree that Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider shall be solely responsible for all taxes, withholdings, insurance and benefits arising from Service Provider's performance of the Services.

7. CONFIDENTIALITY

7.1 Confidential Information. Each party may exchange confidential information in connection with this Agreement. The receiving party shall (a) hold confidential information in strict confidence, (b) not disclose such information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations, and (c) not use the information except to perform its obligations under this Agreement. This confidentiality obligation shall survive termination of this Agreement for a period of three (3) years, unless otherwise required by law.

8. INTELLECTUAL PROPERTY

8.1 Ownership of Work Product. Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to all deliverables and work product created specifically for Client under this Agreement and, to the extent necessary, agrees to execute documents reasonably requested to effectuate such assignment. Service Provider retains ownership of its pre-existing intellectual property and general skills, methods and know-how.

9. WARRANTIES; DISCLAIMER

9.1 Limited Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be re-performance of the deficient Services or, at Service Provider's option, a refund of the fees attributable to the deficient portion of the Services.

9.2 DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

10.1 Indemnification by Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, damages, losses and liabilities (including reasonable attorneys' fees) arising out of Service Provider's negligent acts, omissions or willful misconduct in the performance of the Services.

10.2 Indemnification by Client. Client shall indemnify, defend and hold harmless Service Provider from and against claims arising from Client's breach of this Agreement, Client-provided materials, or Client's violation of law.

11. LIMITATION OF LIABILITY

11.1 Limitation. EXCEPT FOR LIABILITY ARISING FROM (A) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (B) A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

12. TERMINATION

12.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other party.

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 days after receipt of notice.

12.3 Effects of Termination. Upon termination, Client shall pay Service Provider for Services performed through the effective date of termination and any authorized reimbursable expenses incurred prior to termination. Sections regarding confidentiality, indemnification, intellectual property and limitation of liability shall survive termination.

13. NOTICES

13.1 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth below or to such other address as either party may specify in writing.

14. AMENDMENTS; WAIVER

14.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by duly authorized representatives of both parties.

14.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right of such party thereafter to enforce each and every provision.

15. GOVERNING LAW; DISPUTE RESOLUTION

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles.

15.2 Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiations between senior executives. If unresolved within thirty (30) days, the parties may pursue any available legal or equitable remedies.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 Entire Agreement. This Agreement, including any schedules, exhibits and statements of work attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

16.2 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 invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

17. COUNTERPARTS; ELECTRONIC SIGNATURES

17.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic means shall be deemed originals.

18. MISCELLANEOUS

18.1 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or successor in connection with a merger, acquisition or sale of substantially all of its assets.

18.2 Remedies. Except as otherwise expressly provided in this Agreement, the rights and remedies of the parties are cumulative and not exclusive.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.

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