Professional Services Contracting Template

Professional Services Contracting Agreement

This Professional Services Contracting Agreement (the Agreement) is entered into on Effective Date: by and between:

Recitals

WHEREAS, Service Provider is duly qualified and experienced in providing the professional services described below and represents that it has the personnel, experience, and resources necessary to perform the services in a timely and professional manner; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

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. Scope of Work

Service Provider shall perform the services and deliverables set forth below (the Services). Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider for the Services as follows:

Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of the Services. Payment shall be made to Service Provider in the currency specified on invoices and without setoff or deduction unless required by law.

3. Term and Termination

The term of this Agreement commences on Start Date: and, unless earlier terminated as provided herein, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least Notice Period (days): days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all completed work and work in progress and Client shall pay Service Provider for Services performed and expenses incurred through the date of termination, subject to any setoffs permitted under this Agreement.

4. Confidentiality

Each party (the Receiving Party) shall keep confidential and not use or disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as necessary to perform its obligations under this Agreement. "Confidential Information" includes nonpublic business, technical and financial information, trade secrets, proposals, processes and client data, whether in oral, written, electronic or other form.

Confidentiality obligations shall not apply to information that (a) is or becomes generally available to the public without breach of this Agreement by the Receiving Party, (b) was known to the Receiving Party prior to disclosure, (c) is disclosed to the Receiving Party by a third party not under an obligation of confidentiality, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information as required by law, provided it gives the Disclosing Party reasonable prior notice and cooperates with efforts to obtain protective relief.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to any final deliverables specifically created for Client under this Agreement upon full payment of all amounts due. Service Provider retains ownership of its pre-existing materials, tools, methodologies and know-how, provided Client is granted a limited, nonexclusive, nontransferable license to use such pre-existing materials to the extent incorporated in deliverables.

6. Independent Contractor; Insurance

Service Provider is an independent contractor and shall be solely responsible for all employment taxes, benefits, and withholding for its personnel. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

7. Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

8. 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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

9. Entire Agreement; Amendments

This Agreement, together with any Schedules or Statements of Work executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless made in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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