Professional Services Etix Contract

PROFESSIONAL SERVICES ETIX CONTRACT

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

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional services described herein, and Service Provider has represented that it has the skill, personnel and resources to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions governing the performance of such services, the allocation of responsibilities, and consideration to be paid by Client to Service Provider; and

WHEREAS, the parties intend that this Agreement define the scope, deliverables, timing, fees and other obligations of each party.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms not otherwise defined have the meanings set forth in this Agreement. "Services" means the professional services described in Section 2 and in the Service Description. "Deliverables" means tangible or intangible items, including reports, designs, software, documentation and other works of authorship, that are created by Service Provider for Client under this Agreement.

2. SCOPE OF SERVICES

3. TERM

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 13.

4. COMPENSATION AND PAYMENT

Invoices are due and payable within days of receipt. Late payments accrue interest at per month, or the maximum permitted by law, whichever is less.

5. EXPENSES

Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the Services. Reimbursable expenses are subject to any limits set forth herein and require supporting documentation.

6. CHANGE ORDERS

Any change to the Services, Deliverables, schedule or fees must be documented in a written change order signed by authorized representatives of both parties. Service Provider will not commence work on a change order until authorized in writing by Client.

7. CONFIDENTIALITY

Each party (Recipient) agrees to hold in confidence all non-public information of the other party (Discloser) disclosed in connection with this Agreement and to use such Confidential Information solely for performance under this Agreement. Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach by Recipient; (b) is rightfully received from a third party without restriction; or (c) is independently developed by Recipient without use of Discloser's Confidential Information.

The obligations in this Section shall survive termination or expiration of this Agreement for .

8. INTELLECTUAL PROPERTY

Service Provider hereby grants to Client a non-exclusive, perpetual, worldwide, royalty-free license to use Deliverables delivered and paid for under this Agreement solely for Client's internal business operations, unless otherwise set forth in a written statement of work. Service Provider retains ownership of its pre-existing intellectual property and tools (Background IP). To the extent any Deliverable includes Background IP, Service Provider grants Client a non-exclusive license to use such Background IP embedded in the Deliverable to the extent necessary to use the Deliverable as delivered.

9. REPRESENTATIONS AND WARRANTIES

Service Provider represents that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. INDEMNIFICATION

Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of (a) Service Provider's breach of this Agreement; or (b) Service Provider's gross negligence or willful misconduct in performing Services. Client shall indemnify, defend and hold harmless Service Provider from claims arising from Client's breach of this Agreement or Client's use of the Deliverables in violation of this Agreement.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, A PARTY'S INDEMNIFICATION OBLIGATIONS, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (A) THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) .

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. INSURANCE

During the term of this Agreement, Service Provider shall maintain commercial general liability insurance and, if applicable, professional liability (errors and omissions) insurance in amounts customary for its industry.

13. TERMINATION

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Client may terminate this Agreement for convenience upon days' prior written notice to Service Provider. Upon termination, Client shall pay Service Provider for Services performed and accepted Deliverables up to the effective date of termination and reimbursable expenses properly incurred.

14. NOTICES

All notices, requests, consents and approvals required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below (or to such other address as either party may designate by notice).

15. COMPLIANCE WITH LAWS

Each party shall perform its obligations hereunder in compliance with all applicable laws, rules and regulations. Service Provider shall be responsible for withholding and payment of all employment-related taxes for its personnel.

16. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

17. GOVERNING LAW; VENUE

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 courts located in that State for any dispute arising under this Agreement, unless the parties agree in writing to an alternative dispute resolution.

18. ENTIRE AGREEMENT; SEVERABILITY

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

19. 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. Signatures transmitted by electronic means shall be effective as originals.

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