Professional Services Contract Setup

PROFESSIONAL SERVICES CONTRACT SETUP

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

RECITALS

WHEREAS, Client desires to retain Provider to perform certain professional services reasonably described below and Provider has represented that it has the qualifications, experience and ability to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider.

WHEREAS, the parties intend this Agreement to govern the relationship between them with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. SCOPE OF SERVICES

Provider shall perform the services described in the Scope of Services attached hereto and incorporated by reference, and summarized as follows:

2. TERM

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

3. COMPENSATION

Client shall pay Provider compensation as set forth below. Compensation is exclusive of taxes unless otherwise required by law.

4. INVOICING; PAYMENT

Provider shall submit invoices in reasonable detail specifying work performed, time expended, and expenses. Client shall pay undisputed amounts within days of receipt. Late payments shall bear interest at per month or the maximum permitted by law, whichever is less.

5. EXPENSES

Client will reimburse Provider for reasonable, pre-approved, out-of-pocket expenses incurred in connection with performance. Reimbursement shall not exceed without Client's prior written approval.

6. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, agent, or partner of Client. Provider is solely responsible for withholding taxes, Social Security, unemployment insurance and similar obligations, and shall indemnify Client for any liability arising from Provider's failure to satisfy such obligations.

7. CONFIDENTIALITY

Each party (the "Recipient") shall hold in confidence information disclosed by the other party (the "Discloser") that is marked or reasonably understood to be confidential. Recipient shall not use Confidential Information except to perform its obligations under this Agreement, shall protect it with at least the same degree of care used to protect its own confidential information, and shall not disclose it except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations. Confidentiality obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law, provided Recipient gives prompt notice to Discloser and cooperates to limit disclosure.

8. INTELLECTUAL PROPERTY

Subject to full payment of all amounts due, Provider hereby assigns to Client all right, title and interest in and to Work Product conceived, developed or delivered under this Agreement. Provider shall retain ownership of its pre-existing tools, methodologies and know-how, and grants Client a non-exclusive, royalty-free license to any such Provider materials incorporated in the Work Product solely to the extent necessary for Client's use of the Work Product. Provider shall ensure that all deliverables are original or properly licensed and shall execute any documents reasonably required to evidence assignment.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the right and authority to enter into this Agreement. Provider represents that services will be performed in a professional manner consistent with industry standards and that deliverables will materially conform to the agreed specifications for a period of days after delivery.

10. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its affiliates, officers, directors and employees from and against any third-party claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights, provided Client gives prompt written notice of any claim and cooperates in the defense.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR PROVIDER'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT, OR , WHICHEVER IS GREATER.

12. INSURANCE

Provider shall maintain, at its expense, insurance coverage appropriate to the services performed including commercial general liability and professional liability with limits of at least per occurrence, or such other limits as the parties may agree in writing. Provider shall furnish certificates upon request.

13. TERMINATION

Either party may terminate this Agreement for convenience upon written notice of days. Either party may terminate for material breach if the breach remains uncured for days after written notice. Upon termination, Client shall pay Provider for services performed and reimbursable expenses incurred through the date of termination.

14. NOTICES

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and addressed to the parties at their respective addresses set forth below or such other address as a party may specify in writing.

15. AMENDMENT; WAIVER; COUNTERPARTS

No modification of this Agreement shall be effective unless in writing and signed by both parties. Failure or delay by a party to enforce any provision shall not constitute a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. 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.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement (including any exhibits or attachments) constitutes the entire agreement between the parties and supersedes all prior understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the maximum extent permitted by law.

18. MISCELLANEOUS

Each party shall comply with applicable laws in performing its obligations. Neither party may assign this Agreement without the other's prior written consent, except to a successor in interest to substantially all of its business. Headings are for convenience only and do not affect interpretation.

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