Professional Services Cooperative Agreement

PROFESSIONAL SERVICES COOPERATIVE AGREEMENT

This Professional Services Cooperative Agreement (the Agreement) is entered into on this day of , year , by and between Party A Name: with principal place of business at , and Party B Name: with principal place of business at (each a Party and collectively the Parties).

RECITALS

WHEREAS, each Party maintains professional capabilities and licenses to provide certain specialized services and desires to cooperate in undertaking joint engagements, referrals, and shared service arrangements for the mutual benefit of the Parties; and

WHEREAS, the Parties wish to set forth the terms under which they will coordinate the provision of professional services, allocate responsibilities, share fees and costs where applicable, protect confidential information, and address intellectual property and indemnity obligations arising from cooperative matters; and

WHEREAS, the Parties intend to preserve their status as independent contractors and do not intend to create an agency, partnership, joint venture, or employment relationship except as expressly provided in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows.

1. DEFINITIONS

1.1 "Cooperative Services" means the specific professional services to be provided jointly or in coordination as described in Section 2 and in any Statement of Cooperative Work executed pursuant to this Agreement.

1.2 "Confidential Information" means non-public information disclosed by a Party in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

2. SCOPE OF COOPERATIVE SERVICES

2.1 General Scope. The Parties shall cooperate to provide the professional services described in one or more written Statements of Cooperative Work, each of which shall become part of this Agreement upon execution by authorized representatives of each Party. A primary description of the initial cooperative services is set forth below.

2.2 Statements of Cooperative Work. Each Statement shall identify: the services to be performed, the Party responsible for performance, fee allocation or payment mechanics, schedule, deliverables, and any special insurance or licensing requirements. In the event of any conflict between a Statement and this Agreement, this Agreement shall govern unless the Statement expressly states that it supersedes a specific conflicting provision.

3. TERM; TERMINATION

3.1 Term. This Agreement shall commence on the date set forth above and shall continue until terminated as provided herein.

3.2 Termination for Convenience. Either Party may terminate this Agreement without cause upon thirty (30) days' prior written notice to the other Party. Termination shall not relieve either Party of obligations incurred prior to the effective date of termination.

3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

4. COMPENSATION, BILLING AND ACCOUNTING

4.1 Fee Allocation. The Parties shall allocate fees and expenses as set forth in each Statement of Cooperative Work. If no allocation is specified, fees actually collected from a client for Cooperative Services shall be split as follows: Party A % and Party B %, subject to adjustment by mutual written agreement.

4.2 Billing; Collection. The Parties shall agree in writing which Party will bill the client for Cooperative Services and the method by which collected amounts will be disbursed. The billing Party will remit the appropriate share to the other Party within thirty (30) days after receipt, together with an accounting. Each Party shall maintain books and records sufficient to support fees and expense allocations.

4.3 Audit. Upon reasonable notice and during normal business hours, either Party may audit the accounting records of the other Party insofar as they relate to the performance of Cooperative Services and fee allocations. Any audit shall be conducted at the requesting Party's expense unless material discrepancies exceeding five percent (5%) are found, in which case the audited Party shall reimburse the cost of the audit.

5. CONFIDENTIALITY

5.1 Duty. Each Party shall hold in confidence and not disclose Confidential Information of the other Party except as necessary to perform Cooperative Services or as required by law. Confidential Information shall not include information that is publicly known through no breach by the receiving Party, is rightfully received from a third party without obligation of confidentiality, or is independently developed without use of the disclosing Party's Confidential Information.

5.2 Return or Destruction. Upon termination of this Agreement or on written request, each Party shall return or destroy Confidential Information of the other Party, except for one archival copy retained to demonstrate compliance with this Agreement.

6. INTELLECTUAL PROPERTY

6.1 Background IP. Each Party retains all right, title and interest in and to its pre-existing intellectual property and tools. Nothing in this Agreement transfers ownership of Background IP.

6.2 Work Product. Unless otherwise agreed in a Statement of Cooperative Work, intellectual property created jointly in the performance of Cooperative Services shall be owned jointly by the Parties in proportions as agreed in writing. The Parties shall grant each other a nonexclusive, royalty-free license to use jointly created materials solely for the operation of their business and to the extent permitted by client agreements.

7. INSURANCE; INDEMNIFICATION

7.1 Insurance. Each Party shall maintain professional liability and general liability insurance with limits reasonably adequate for the scope of services performed. Upon request, a Party shall provide evidence of insurance to the other Party.

7.2 Indemnity. Each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the Indemnified Party) from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's negligence, willful misconduct, or breach of this Agreement, except to the extent caused by the negligence or willful misconduct of the Indemnified Party.

8. COMPLIANCE WITH LAWS; LICENSING

8.1 Compliance. Each Party shall comply with all applicable laws, regulations and professional licensing requirements in the performance of Cooperative Services. Each Party represents that it holds all licenses necessary to perform the services it is to provide under any Statement of Cooperative Work.

9. RELATIONSHIP OF THE PARTIES

The Parties are independent contractors. Nothing in this Agreement creates an employment relationship, joint venture, agency, or partnership for any purpose other than those expressly stated. Neither Party may bind or obligate the other without the other Party's prior written consent.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth below or to such other address as a Party designates by notice.

11. ASSIGNMENT; SUBCONTRACTING

Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement in connection with a merger, sale of substantially all assets or similar transaction. A Party may engage subcontractors to perform Services provided it remains responsible for the subcontractor's performance and compliance with this Agreement.

12. DISPUTE RESOLUTION

The Parties shall first seek to resolve disputes by good faith negotiations between senior representatives. If negotiations fail within thirty (30) days, the Parties agree to mediate the dispute before a mutually agreed mediator. If mediation does not resolve the dispute, the Parties agree to submit the dispute to binding arbitration under the applicable arbitration rules selected by the Parties, and judgment on the award may be entered in any court of competent jurisdiction.

13. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. State of Governing Law:

14.2 Entire Agreement. This Agreement, together with all executed Statements of Cooperative Work, 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.

14.3 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 the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the original intent.

15. REPRESENTATIONS

Each Party represents and warrants that: (a) it has the full right, power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement will not violate any agreement to which it is a party; and (c) it will perform services in a professional and workmanlike manner consistent with industry standards.

16. MISCELLANEOUS

16.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement.

16.2 Further Assurances. Each Party shall execute such further documents and take such further actions as may be reasonably necessary to carry out the intent and purposes of this Agreement.

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