Professional Services PAPP Agreement

PROFESSIONAL SERVICES PAPP AGREEMENT

This Professional Services PAPP Agreement (the Agreement) is made and entered into as of Day Month Year (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 engage Service Provider to perform professional advisory, implementation and project management services described herein as part of Client's professional assistance and project plan ("PAPP"); and

WHEREAS, Service Provider represents that it has the qualifications, experience and personnel necessary to perform the services in a competent and professional manner and is willing to accept such engagement on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to allocate responsibilities, set forth a fee and payment structure, and define intellectual property and confidentiality obligations related to the PAPP engagement.

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

1. SCOPE OF SERVICES

1.1 Services. Service Provider shall perform the services described in the Scope of Services attached as Exhibit A and incorporated herein. Services shall include professional advisory, planning, and implementation activities reasonably required to achieve agreed deliverables. The parties may define specific milestones, acceptance criteria and deliverables in writing.

2. TERM

2.1 Term. The term of this Agreement shall commence on Term Start Date: and shall continue until Term End Date: unless earlier terminated in accordance with Section 10.

3. COMPENSATION AND EXPENSES

3.1 Fees. Client shall pay Service Provider fees as follows: Fee Type: ; Amount: . Fees are exclusive of applicable taxes unless otherwise stated.

3.2 Payment Terms. Invoice terms: Net days from invoice. Late payments shall bear interest at the lesser of 1.5% per month or the maximum lawful rate.

3.3 Expenses. Client shall reimburse reasonable out-of-pocket expenses pre-approved in writing. Reimbursement requires submission of original receipts and shall be paid within the payment terms set forth above.

4. INTELLECTUAL PROPERTY

4.1 Ownership. Except as expressly provided in this Agreement, Client shall retain ownership of Client Materials provided to Service Provider. Subject to Client's ownership of Client Materials, Service Provider hereby assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement, including all copyrights and other intellectual property rights, to the extent such assignment is enforceable under applicable law.

4.2 Pre-Existing Materials. Service Provider shall retain ownership of pre-existing tools, methodologies, know-how and materials used or adapted in performing the Services, provided Service Provider grants Client a non-exclusive, royalty-free license to use such pre-existing materials solely as incorporated into the deliverables for Client's internal business purposes.

5. CONFIDENTIALITY

5.1 Confidential Information. Each party acknowledges that during the term it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. Each receiving party shall (a) use Confidential Information solely to perform 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 as permitted by this Agreement or required by law (in which case the receiving party shall provide prompt notice to the disclosing party where permitted).

6. WARRANTIES; DISCLAIMER

6.1 Mutual Warranties. Each party represents that it has the authority to enter into this Agreement and perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

6.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification by Provider. Service Provider shall indemnify and defend Client from and against third-party claims alleging that deliverables infringe any third-party intellectual property right, provided Client promptly notifies Service Provider in writing and cooperates in the defense.

7.2 Limitation of Liability. EXCEPT FOR BODILY INJURY OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. TERMINATION

8.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination. Client shall pay for all services performed and approved expenses incurred through the effective date of termination.

8.2 Termination for Cause. Either party may terminate immediately 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.

9. NOTICES

9.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or electronic transmission confirmed by the receiving party. Notices shall be sent to the addresses set forth below or to such other address as a party may designate in writing.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

10.2 Waiver. No failure or delay by a party in exercising any right shall operate as a waiver of that right. A waiver must be in writing to be effective.

10.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

11.2 Entire Agreement. This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

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

SIGNATURES

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