Professional Services Contract Master

PROFESSIONAL SERVICES CONTRACT MASTER

This MASTER PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is entered into as of Effective Date: by and between Client Name: , an entity organized as Individual Corporation LLC , State of organization: , with principal place of business at (the "Client"), and Service Provider Name: , an entity organized as Individual Corporation LLC , State of organization: , with principal place of business at (the "Service Provider").

Recitals

WHEREAS, the Service Provider possesses expertise, personnel and resources to provide professional services in the area(s) described in this Agreement and any Statements of Work executed hereunder; and

WHEREAS, the Client desires to engage the Service Provider to perform certain professional services, and the Service Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement shall govern the relationship between the parties with respect to each Statement of Work mutually executed and incorporated by reference.

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. The Service Provider shall perform the professional services and deliverables described in Statements of Work issued pursuant to this Agreement (each, a "Statement of Work" or "SOW"). Each SOW shall identify the services, deliverables, schedule and fees applicable to the engagement.

2. Statements of Work

2.1 Incorporation. Each SOW executed by authorized representatives of the parties shall be incorporated into this Agreement by reference and shall be subject to the terms and conditions set forth herein. In the event of any conflict between an SOW and this Agreement, the terms of this Agreement shall control unless the parties expressly state otherwise in the SOW.

3. Term

3.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with Section 13.

3.2 Renewal. This Agreement shall automatically renew for successive periods of months unless either party delivers written notice of non-renewal at least days prior to the end of the then-current term.

4. Fees and Payment

4.1 Fees. The Client shall pay the Service Provider the fees set forth in each SOW. Unless otherwise specified in the applicable SOW, fees shall be invoiced in accordance with the billing rates, milestone schedule or fixed fees set forth in the SOW.

4.2 Invoicing and Payment. Service Provider shall submit invoices to the Client in accordance with the invoicing schedule in the applicable SOW. Unless otherwise agreed, Client shall pay each undisputed invoice within days of receipt. Any amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Expenses

5.1 Reimbursable Expenses. Client shall reimburse Service Provider for pre-approved, reasonable and necessary out-of-pocket expenses incurred in connection with performance of the Services. Reimbursement shall be subject to submission of reasonably detailed expense documentation.

5.2 Expense Cap (if any): $

6. Independent Contractor

The Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. Service Provider shall be responsible for all taxes, withholdings and other statutory or contractual obligations of an employer or employee, except as expressly agreed in writing.

7. Confidentiality

7.1 Definition. "Confidential Information" means nonpublic 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.

7.2 Obligations. Each party shall (a) protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information but no less than reasonable care, (b) not use the Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than those herein.

7.3 Duration. Confidentiality obligations shall survive termination of this Agreement for a period of years, except for trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

8. Intellectual Property

8.1 Background IP. Each party retains all right, title and interest in its pre-existing intellectual property and tools, including software, methodologies and templates (collectively, "Background IP").

8.2 Deliverables. Subject to payment in full, the parties agree that the ownership of work product and deliverables specifically identified in an SOW as a "Deliverable" shall be as follows (select one):
Work made for hire: Client shall own all right, title and interest in the Deliverables.
Provider retains ownership: Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use Deliverables for Client's internal business purposes.

9. Warranties

9.1 Service Provider represents and warrants that (a) it will perform the Services in a professional and workmanlike manner consistent with industry standards, (b) it has the right and authority to enter into this Agreement, and (c) the Services and Deliverables will not infringe the intellectual property rights of any third party.

9.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Warranty remedy period (months):

10. Indemnification

10.1 Provider Indemnity. The Service Provider shall indemnify, defend and hold harmless the Client and its officers, directors and employees from and against any third-party claims arising out of (a) Service Provider's breach of a representation or warranty in this Agreement, (b) Service Provider's negligence or willful misconduct, or (c) alleged infringement by the Deliverables of any third-party intellectual property right, except to the extent such claim arises from Client-provided materials or modifications made by Client.

10.2 Client Indemnity. The Client shall indemnify, defend and hold harmless the Service Provider from third-party claims arising from Client's use of the Deliverables except where the claim arises from Provider's breach or negligence.

11. Limitation of Liability

Except for liabilities arising from willful misconduct, fraudulent acts or indemnities for intellectual property infringement and personal injury, each party's aggregate liability under or related to this Agreement shall not exceed the total amounts paid by the Client to the Service Provider under the applicable SOW in the twelve (12) months preceding the claim. Notwithstanding the foregoing, neither party shall be liable for indirect, incidental, consequential or punitive damages.

Liability cap amount:

12. Insurance

The Service Provider shall maintain, at its expense, insurance appropriate to the Services performed, including commercial general liability and professional liability/errors & omissions coverage with limits sufficient to cover the liabilities assumed under this Agreement. Certificates evidencing insurance shall be provided upon request.

13. Termination

13.1 For Cause. Either party may terminate this Agreement or any SOW for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach, except where a longer cure period is specified in the applicable SOW.

13.2 For Convenience. Client may terminate an SOW for convenience upon days' prior written notice and shall pay for Services performed and reimburse pre-approved expenses through the effective date of termination.

14. 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 effective upon receipt.

15. Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Service Provider may engage subcontractors to perform portions of the Services subject to Client's prior written approval, which shall not be unreasonably withheld.

Subcontracting allowed: Yes No

16. Amendments; Waiver

This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No waiver of any right or remedy shall be effective unless in writing signed by the waiving party, and no waiver shall constitute a waiver of any other right or remedy or a continuing waiver.

17. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or relating to this Agreement.

18. Entire Agreement; Severability; Counterparts

18.1 Entire Agreement. This Agreement, including any SOWs, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

18.2 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 a valid provision that comes closest to the parties' intent.

18.3 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. Electronic or facsimile signatures shall be deemed original signatures for all purposes.

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