Professional Services Outsourcing Agreement

PROFESSIONAL SERVICES OUTSOURCING AGREEMENT

This Professional Services Outsourcing Agreement ("Agreement") is made as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain professional services described herein to be performed by an experienced third-party provider; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform such services and is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform the services and Client will compensate Service Provider.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Professional Services Outsourcing Agreement and all Schedules and Statements of Work executed under it. 1.2 "Services" means the professional services described in the Statement of Work and any subsequent written change orders. 1.3 "Deliverables" means tangible or intangible items, including documentation, reports, software, and work product, that Service Provider is required to deliver to Client under a Statement of Work.

2. SCOPE OF SERVICES

2.1 Statement of Work. The Services to be provided under this Agreement shall be set forth in one or more Statements of Work (each, an "SOW") that describe the scope, deliverables, schedule, personnel, and acceptance criteria. Each SOW shall reference this Agreement and be subject to its terms.

2.2 Performance Standards. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards, using qualified personnel and in compliance with applicable laws and regulations.

3. TERM

3.1 Term. The initial term of this Agreement shall commence on Services Start Date: and shall continue until Services End Date: unless earlier terminated in accordance with Section 14.

3.2 Renewal. The Agreement may be renewed or extended only by written amendment signed by both parties.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay Service Provider the fees set forth in each applicable SOW. Fees may be fixed price, time-and-materials, or a hybrid as specified in the SOW.

4.2 Expenses. Client shall reimburse reasonable out-of-pocket expenses pre-approved in writing. Reimbursement shall require submission of supporting receipts and shall be paid in accordance with the payment terms.

5. CHANGES AND CHANGE ORDERS

5.1 Change Orders. Any material change to scope, schedule, cost or acceptance criteria shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall set forth any adjustment to fees or schedule.

6. PERSONNEL; SUBCONTRACTING

6.1 Key Personnel. Service Provider shall assign the personnel identified in the applicable SOW and shall not remove or replace key personnel without Client's prior written consent, which shall not be unreasonably withheld.

6.2 Subcontracting. Service Provider may engage subcontractors to perform Services provided that Service Provider remains responsible for subcontractor performance and compliance with this Agreement. Client may require removal of a subcontractor for reasonable cause.

7. CONFIDENTIALITY

7.1 Protection of Confidential Information. Each party shall protect the other party's Confidential Information with at least the same degree of care as it uses to protect its own confidential information, and in no event less than reasonable care. Confidential Information may be used solely for the performance or receipt of the Services.

7.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was already known by the receiving party without obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party.

8. DATA SECURITY AND PRIVACY

8.1 Security Controls. Service Provider shall maintain appropriate technical and organizational measures to protect Client Data against unauthorized access, disclosure, alteration or destruction, consistent with industry standard practices for services of similar scope.

9. INTELLECTUAL PROPERTY

9.1 Ownership. Client retains all right, title and interest in and to Client Data. Unless otherwise expressly agreed in the applicable SOW, Service Provider grants to Client an irrevocable, worldwide, royalty-free, perpetual license to use Deliverables delivered under this Agreement for Client's internal business purposes.

9.2 Background Technology. Service Provider shall retain ownership of its pre-existing materials, tools and know-how ("Background Technology"). Service Provider grants Client a non-exclusive license to Background Technology only to the extent incorporated in Deliverables and solely as necessary to use the Deliverables as intended.

10. WARRANTIES; DISCLAIMER

10.1 Mutual Warranties. Each party represents and warrants that it has the full right and authority to enter into this Agreement and to perform its obligations hereunder.

10.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. For any material breach of this warranty, Service Provider shall, at its expense, re-perform the nonconforming Services or, if re-performance is not commercially practicable, credit or refund the fees paid for such Services.

10.3 Disclaimer. Except as expressly set forth herein, Service Provider disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement.

11. INDEMNIFICATION

11.1 By Service Provider. Service Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and costs (including reasonable attorneys' fees) arising out of or relating to: (a) Service Provider's gross negligence or willful misconduct; (b) breach of Service Provider's confidentiality obligations; or (c) alleged infringement by the Deliverables of a third party's intellectual property rights, provided that Client notifies Service Provider promptly and cooperates in the defense.

11.2 By Client. Client shall indemnify and hold harmless Service Provider from claims arising out of Client Data or Client's use of the Deliverables outside the scope permitted by this Agreement.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages. Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations for intellectual property infringement, neither party shall be liable to the other for lost profits, loss of business, loss of use, or consequential, incidental or punitive damages, even if advised of the possibility of such damages.

12.2 Aggregate Cap. Except for liability arising from breaches of confidentiality, willful misconduct, or indemnity claims for intellectual property infringement, each party's aggregate liability under this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under the applicable SOW in the twelve (12) months preceding the claim.

13. INSURANCE

Service Provider shall maintain, at its expense, commercial general liability and professional liability insurance with limits reasonable for the size and scope of the Services. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

14. TERMINATION

14.1 For Convenience. Either party may terminate this Agreement or any SOW for convenience upon thirty (30) days' prior written notice to the other party.

14.2 For Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

14.3 Effect of Termination. Upon termination, Service Provider shall cease performance and, subject to Client's payment of all undisputed fees and expenses, promptly deliver to Client all completed Deliverables and materials necessary for Client to transition the Services.

15. TRANSITION; EXIT ASSISTANCE

15.1 Transition Assistance. Upon expiration or termination for any reason, Service Provider shall provide reasonable transition services to effect an orderly transfer of Services and Deliverables to Client or a designated successor. Fees for transition services shall be at Service Provider's then-applicable rates unless otherwise agreed.

16. NOTICES

16.1 Method. All notices required or permitted hereunder shall be in writing and delivered by hand, overnight courier, or certified mail, return receipt requested, to the contact addresses set forth below or to such other address as a party may designate by notice.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of law principles.

18. ENTIRE AGREEMENT; SEVERABILITY

18.1 Entire Agreement. This Agreement, together with all Statements of Work and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications.

18.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

19. AMENDMENTS; WAIVER

Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall be deemed a waiver of that right.

20. 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 instrument. Signatures transmitted by electronic image or facsimile shall be effective as originals.

21. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, strikes, pandemics, governmental orders, or failures of third-party suppliers; provided that the affected party uses commercially reasonable efforts to resume performance.

MISCELLANEOUS

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder.

Sign Now