Professional Services Contract Work

PROFESSIONAL SERVICES CONTRACT WORK

This Professional Services Contract Work (the "Agreement") is made as of Effective Date: between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional services described herein and Service Provider represents that it has the skill and capacity to perform such services in accordance with the terms of this Agreement;

WHEREAS, Service Provider will perform the services as an independent contractor and will deliver work product and deliverables in accordance with the schedule and specifications agreed by the parties; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services and related deliverables will be performed, accepted, compensated and licensed.

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

1. DEFINITIONS

1.1 "Services" means the professional services to be performed by Service Provider as described in Section 2 and the Statement of Work. "Deliverables" means the tangible or electronic outputs delivered to Client as a result of the Services. "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential. "Work Product" means all materials, inventions, designs, reports and other results generated by Service Provider in the performance of the Services.

2. SCOPE OF SERVICES

Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards and the schedule agreed by the parties. Any material change to the Scope of Services shall require a written amendment signed by both parties.

3. TERM

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with Section 8.

4. COMPENSATION

All payments shall be made in U.S. dollars within days of Client's receipt of a proper invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. EXPENSES

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in the performance of the Services upon submission of appropriate receipts. Reimbursement requires prior written authorization for any single expense in excess of .

6. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and is not an employee, agent, partner or joint venturer of Client. Service Provider shall be responsible for all taxes, withholdings and benefits related to payments made hereunder.

7. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information solely for the purposes of performing this Agreement. The obligations set forth in this Section shall survive termination for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

8. INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Service Provider hereby irrevocably assigns to Client all right, title and interest in and to the Work Product created specifically for Client under this Agreement. To the extent any Work Product does not qualify as a work made for hire, Service Provider grants and assigns all copyrights and other intellectual property rights to Client. Service Provider retains ownership of its pre-existing tools, methodologies and general know-how.

9. REPRESENTATIONS AND WARRANTIES

Each party represents that it has the authority to enter into this Agreement. Service Provider represents that the Services will be performed in a professional manner consistent with prevailing industry standards and that the Deliverables will not infringe third party intellectual property rights.

10. INDEMNIFICATION

Service Provider shall indemnify, defend and hold harmless Client from and against any third party claims, liabilities, losses and expenses arising out of Service Provider's breach of its representations, negligence, willful misconduct, or infringement of third party intellectual property rights caused by the Deliverables.

11. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total Fees actually paid by Client to Service Provider under this Agreement. The liability cap amount is .

12. INSURANCE

Service Provider shall maintain at its expense commercial general liability and professional liability insurance in commercially reasonable amounts and shall provide certificates upon request. Required limits (if any):

13. TERMINATION

Either party may terminate this Agreement for material breach of the other party which remains uncured after days' written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Upon termination, Service Provider shall deliver all completed Deliverables and Client shall pay for Services performed through the effective date of termination.

14. NOTICES

15. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation and, if necessary, binding arbitration in the governing state.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits or statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Failure to enforce any right 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.

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