Professional Services Outsourcing Contract

PROFESSIONAL SERVICES OUTSOURCING CONTRACT

This Professional Services Outsourcing Contract (the "Agreement") is made and entered into as of by and between Client Name: , a business organized as Corporation LLC Other, with principal place of business at (hereinafter "Client"), and Service Provider Name: , a business organized as Corporation LLC Other, with principal place of business at (hereinafter "Provider"). Client and Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to engage Provider to perform certain professional services described herein and Provider has represented that it has the expertise, personnel and resources to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to define their respective rights and obligations with respect to the performance, delivery, acceptance, payment and ownership of work product arising from the services to be performed by Provider; and

WHEREAS, the Parties intend that this Agreement allocate risk, set performance standards, and provide mechanisms for management and resolution of disputes;

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

1. DEFINITIONS

1.1 "Services" means the professional services to be provided by Provider as set forth in the Statement of Work attached hereto or described in Section 2. "Deliverables" means the tangible and intangible results delivered to Client in connection with the Services. "Confidential Information" has the meaning set forth in Section 6. Terms defined in this Agreement shall have the meanings assigned to them herein.

2. SCOPE OF SERVICES

2.1 Services. Provider shall perform the Services described as follows:

2.2 Changes. Any change to the Services that materially affects the schedule, scope, fees or deliverables shall be documented in a written change order signed by authorized representatives of both Parties. Provider shall not be required to perform changed services without a fully executed change order.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date specified above and continue until , unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Upon termination for convenience, Client shall pay Provider for Services performed and reasonable non-cancellable obligations incurred through 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 any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees as set forth below and in any applicable Statement of Work. Base fee or hourly rates:

4.2 Expenses. Client will reimburse Provider for pre-approved, reasonable out-of-pocket expenses directly related to the performance of Services, subject to Provider's submission of supporting documentation.

4.3 Invoicing and Payment Terms. Provider will submit invoices monthly (or at the completion of milestones as specified). Unless otherwise agreed, Client shall pay undisputed amounts within days of receipt of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential under the circumstances, including business plans, technical and product information, customer data, pricing, and trade secrets.

5.2 Obligations. The receiving Party shall (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

5.3 Exceptions. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known by the receiving Party prior to disclosure as shown by written records; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

6. DATA PROTECTION; SECURITY

6.1 Compliance. Each Party shall comply with applicable data protection and privacy laws in connection with the processing of personal data. Provider shall implement and maintain appropriate technical and organizational measures to protect Client data against unauthorized or unlawful processing and accidental loss, destruction or damage.

7. INTELLECTUAL PROPERTY

7.1 Pre-Existing Materials. Each Party retains all right, title and interest in its pre-existing intellectual property. To the extent Provider incorporates pre-existing Provider materials into Deliverables, Provider hereby grants Client a non-exclusive, worldwide, royalty-free license to use such pre-existing materials solely as embedded in the Deliverables for Client's internal business purposes.

7.2 Assignment of Deliverables. Except for Provider's pre-existing materials and third party materials, Provider assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement, subject to Client's payment of all amounts then due.

8. WARRANTIES

8.1 Provider Warranties. Provider represents and warrants that (a) it will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards; (b) it has the full right and authority to enter into this Agreement and to grant the rights granted herein; and (c) the Deliverables shall not infringe or misappropriate any third party intellectual property rights.

8.2 Exclusive Remedies. Client's exclusive remedies for breach of the warranties in this Section shall be, at Provider's option, correction of defective Services at no additional charge or refund of fees paid for the defective Services, provided Client notifies Provider of the defect within thirty (30) days of delivery.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. Neither Party shall be liable to the other for special, incidental, consequential or punitive damages, including lost profits, loss of business or interruption of business, even if advised of the possibility of such damages.

9.2 Liability Cap. Except for liability arising from willful misconduct, breach of confidentiality, indemnification obligations or infringement of third party intellectual property rights, each Party's aggregate liability under this Agreement shall not exceed the total fees paid or payable by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. Cap amount (if different):

10. INDEMNIFICATION

10.1 Provider Indemnity. Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Provider's breach of its representations, warranties or covenants under this Agreement; or (b) Provider's negligence, willful misconduct or infringement of a third party's intellectual property rights.

10.2 Indemnification Procedures. The indemnified Party shall promptly notify the indemnifying Party in writing of any claim and permit the indemnifying Party to control the defense and settlement of such claim, provided that the indemnified Party may participate in such defense with counsel at its own expense.

11. SUBCONTRACTING; ASSIGNMENT

11.1 Subcontracting. Provider may engage subcontractors to perform portions of the Services provided that Provider remains fully responsible for the performance of its subcontractors and ensures that subcontractors are bound by confidentiality and IP obligations consistent with this Agreement.

11.2 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes the assigning Party's obligations hereunder.

12. INSURANCE

Provider shall maintain at its own expense commercial general liability insurance, professional liability/errors and omissions insurance, and employer's liability/worker's compensation insurance in amounts sufficient to cover Provider's obligations under this Agreement. Typical minimums: Commercial General Liability: ; Professional Liability:

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or to such other address as either Party may designate by written notice). Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

14. AMENDMENT; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when executed shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

16. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law rules. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes arising under this Agreement.

17. ENTIRE AGREEMENT; SEVERABILITY

17.1 Entire Agreement. This Agreement, including any Statement(s) of Work, exhibits or schedules hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

17.2 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and shall be construed so as to effectuate the Parties' intent to the greatest extent possible.

18. MISCELLANEOUS

18.1 Relationship of the Parties. Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the Parties. Provider shall be solely responsible for payment of all taxes and benefits with respect to its personnel.

18.2 Publicity. Neither Party shall issue any public announcement concerning the terms of this Agreement without the prior written consent of the other Party, except as required by law.

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