Professional Services Mastercraft Agreement

Professional Services Mastercraft Agreement

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform professional services in connection with the project described as: (the "Project"); and

WHEREAS, Service Provider has represented that it possesses the experience, personnel and resources to perform the services set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services shall be performed.

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

1. SERVICES

1.1 Scope. Service Provider shall provide the professional services, deliverables and tasks described in the Statement of Work attached as Exhibit A or as otherwise described in writing and signed by the parties (collectively, the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. TERM

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

2.2 Survival. Termination of this Agreement shall not relieve either party of obligations that by their nature survive termination, including payment obligations, confidentiality, indemnities and ownership of intellectual property as set forth herein.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth in each applicable Statement of Work. The initial fee for the Services is: .

4. CHANGES; CHANGE ORDERS

Any change to the scope, schedule or price must be set forth in a written change order executed by authorized representatives of both parties. Service Provider will not be required to perform work outside the scope prior to execution of a change order, and Client shall be responsible for any additional fees or schedule adjustments resulting from approved changes.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information.

5.2 Obligations. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to its employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall remain in effect for a period of years following disclosure, except for trade secrets which shall be protected for as long as they constitute trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Work Product. Except as expressly provided otherwise in a Statement of Work, all deliverables and materials created by Service Provider specifically for Client pursuant to this Agreement ("Work Product") shall be deemed works made for hire and owned exclusively by Client. To the extent any Work Product does not qualify as a work made for hire, Service Provider hereby irrevocably assigns and transfers to Client all right, title and interest in such Work Product.

6.2 Background Technology. Service Provider retains ownership of its pre-existing materials, tools, software, methodologies and know-how ("Background Technology"). Service Provider grants Client a non-exclusive, non-transferable license to use Background Technology solely as incorporated in the Work Product for Client's internal business purposes, unless otherwise agreed in writing.

7. WARRANTIES; DISCLAIMERS

Service Provider represents and warrants that (a) it has the full right and authority to enter into this Agreement; (b) Services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) to the best of Service Provider's knowledge, its performance will not infringe third party intellectual property rights. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of (a) Service Provider's breach of this Agreement, (b) negligence or willful misconduct by Service Provider, or (c) allegations that the Work Product, as delivered, infringes a third party's intellectual property rights, provided Client provides prompt written notice and cooperates in the defense.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INSURANCE

Service Provider shall maintain commercial general liability and professional liability insurance with limits customary for the industry and shall provide certificates of insurance upon Client's request. Service Provider shall provide notice to Client of any material change or cancellation of such insurance.

11. TERMINATION

11.1 For Cause. Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice.

11.2 For Convenience. Client may terminate for convenience upon written notice to Service Provider. In the event of termination for convenience, Client shall pay Service Provider for Services performed and reasonable costs incurred through the effective date of termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or hand delivery and shall be effective upon receipt.

13. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No waiver of any provision shall be effective unless in a signed writing, and no waiver of any breach shall constitute a waiver of any other or subsequent breach.

14. GOVERNING LAW; DISPUTE RESOLUTION

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 agree to attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration in accordance with the rules chosen by the parties and in the forum specified in the Statement of Work or, if none, in the county of the Client's principal place of business.

15. ENTIRE AGREEMENT

This Agreement, including all Statements of Work and exhibits referenced herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the subject matter hereof.

16. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

17. COUNTERPARTS; EXECUTION

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 delivered by electronic means shall be deemed original signatures for all purposes.

18. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor in connection with a sale of substantially all of its assets or equity. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between them.

Sign Now