Professional Services Conversion Agreement

PROFESSIONAL SERVICES CONVERSION AGREEMENT

This Professional Services Conversion Agreement (the Agreement) is made and entered into as of (the Effective Date), by and between Client Name: , a , with principal place of business at (Client), and Service Provider Name: , an independent contractor, with principal address at (Provider).

RECITALS

WHEREAS, Provider has performed professional services for Client pursuant to one or more written or oral agreements and has provided specialized services and deliverables to Client; and

WHEREAS, the parties desire to convert Provider's engagement from an independent contractor relationship to an employment relationship (or other designated ongoing relationship) on the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to define the effective date, compensation, and the mutual obligations related to intellectual property, confidentiality, and termination as necessary to effectuate the conversion.

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. CONVERSION

1.1 Conversion: Effective as of the Effective Date, Provider's engagement shall be converted to the position of . Provider's employment status shall be , subject to the terms and conditions of this Agreement and Client's policies.

1.2 Effect on Prior Arrangements: Upon the Effective Date, the parties agree that any prior independent contractor agreements identified as shall be , except to the extent that any post-termination obligations expressly survive as set forth in such agreements and as preserved in this Agreement.

2. COMPENSATION AND BENEFITS

2.1 Salary and Payment: Client shall pay Provider an annual base salary of $ payable in accordance with Client's payroll practices and subject to applicable tax withholdings.

2.2 Bonuses and Equity: Any discretionary bonus or equity award shall be governed by separate award documents. If parties agree to a conversion consideration or buyout for prior services, such amount is: .

2.3 Benefits: Provider shall be eligible to participate in Client's benefit plans in accordance with plan terms, subject to any applicable waiting periods and eligibility requirements. Nothing in this Agreement guarantees the availability or terms of particular benefits.

3. DUTIES; PERFORMANCE

Provider shall perform the duties customarily associated with the converted position and such other duties as Client may reasonably assign from time to time. Provider will devote substantially all of Provider's professional time and best efforts to the performance of duties under this Agreement during Client business hours except as otherwise agreed in writing.

4. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

4.1 Confidential Information: Provider acknowledges that during the course of the relationship Provider will receive confidential and proprietary information of Client. Provider shall not disclose or use such Confidential Information except as required to perform duties for Client or as authorized in writing by Client. The obligation of confidentiality survives termination of this Agreement.

4.2 Assignment of Inventions: To the fullest extent permitted by law, Provider hereby assigns and agrees to assign to Client all right, title and interest in and to all inventions, discoveries, works of authorship, designs, developments, improvements, trade secrets and other intellectual property created, conceived or reduced to practice by Provider, either alone or with others, during Provider's performance of services for Client or arising from Client's Confidential Information.

4.3 Pre-existing IP: Provider represents that Provider has disclosed to Client in writing any inventions, works or materials that Provider claims are Provider's pre-existing intellectual property, which are listed here:

5. REPRESENTATIONS; WARRANTIES

5.1 Provider represents and warrants that Provider has full right and authority to enter into this Agreement, that Provider's performance will not violate any obligation to any third party, and that Provider is not subject to any agreement that would impair Client's rights in any deliverables or intellectual property.

5.2 Client represents and warrants that it has the corporate power and authority to enter into this Agreement and to grant the rights and perform the obligations set forth herein.

6. NON-SOLICITATION AND NON-INTERFERENCE

For a period of following termination, Provider shall not solicit Client employees or actively interfere with Client's business relationships in a manner that causes material harm to Client. The parties agree that this restriction is reasonable in scope and duration.

7. TERMINATION

7.1 Termination without Cause: Either party may terminate Provider's employment or engagement without cause upon written notice to the other party.

7.2 Termination for Cause: Client may terminate immediately for cause for material breach, willful misconduct, theft, fraud, breach of confidentiality, or other material violations. Upon termination, Provider shall promptly return all Client property and Confidential Information.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law, except to the extent caused by the indemnitee's own gross negligence or willful misconduct.

9. 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 below or to such other address as a party may designate by notice.

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the county or jurisdiction specified by Client's principal place of business, unless the parties mutually agree otherwise in writing.

11. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; WAIVER; COUNTERPARTS

11.1 Entire Agreement: This Agreement, together with any express written agreements referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11.2 Amendment: This Agreement may be amended only by a written instrument signed by both parties.

11.3 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 shall be interpreted to carry out the intent of the parties.

11.4 Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

11.5 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.

12. MISCELLANEOUS

12.1 Survival: Provisions concerning Confidential Information, Intellectual Property, Indemnification, Governing Law, and any other provisions which by their nature should survive termination shall survive any termination or expiration of this Agreement.

12.2 Employment At-Will: Unless expressly stated otherwise in a separate written employment agreement signed by an authorized representative of Client, Provider's employment with Client is at-will and may be terminated by either party at any time, with or without cause, subject to any notice requirements set forth herein.

Conversion to employee Conversion to ongoing services/retainer Other:

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