Professional Services P&O Agreement

PROFESSIONAL SERVICES P&O AGREEMENT

This Professional Services P&O Agreement (the "Agreement") is made effective as of by and between Client Name: whose principal place of business is , and Service Provider Name: whose principal place of business is .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain professional services related to procurement and operations as further described in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, skills and resources necessary to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to the performance, acceptance, payment and ownership of the services and deliverables.

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

1. DEFINITIONS

1.1 "Services" means the professional procurement and operations services, deliverables, and any related work described in Exhibit A (Scope of Services) to be provided by Provider to Client under this Agreement.

1.2 "Deliverables" means tangible or intangible work product delivered by Provider to Client as set forth in the Scope of Services and any applicable statement of work.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the Scope of Services attached hereto. Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws and regulations.

2.2 Any material change to the Scope of Services shall be accomplished only by a written change order signed by authorized representatives of both parties describing the work to be performed, any required schedule adjustment and any agreed change in compensation.

3. TERM

3.1 The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with Section 12.

4. COMPENSATION

4.1 As full compensation for the Services, Client shall pay Provider in accordance with the fee schedule set forth in Exhibit B. Unless otherwise agreed in writing, fees are payable within days of Client's receipt of a correct invoice.

4.2 Expenses reasonably incurred by Provider in connection with the Services will be reimbursed by Client if pre-approved in writing. Reimbursable expenses will be invoiced with supporting documentation.

5. INVOICING AND PAYMENT

5.1 Provider shall submit invoices to Client at the following billing address or contact:

6. CONFIDENTIALITY

6.1 Each party acknowledges that during performance of the Services it may receive confidential information of the other party. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2 The receiving party shall: (a) use Confidential Information solely to perform rights or obligations under this Agreement; (b) restrict access to Confidential Information to those employees or contractors who have a need to know and are bound by confidentiality obligations; and (c) not disclose Confidential Information except as required by law, provided the disclosing party is given prior notice to seek protective measures.

7. INTELLECTUAL PROPERTY

7.1 Subject to payment in full of all fees owed under this Agreement, Provider hereby assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement. Provider retains ownership of its pre-existing methodologies, tools, templates and know-how ("Provider Materials") and grants Client a nonexclusive, nontransferable license to use Provider Materials to the extent incorporated in the Deliverables.

7.2 Provider warrants that to the best of its knowledge the Deliverables will not infringe any third party intellectual property rights. Provider shall, at its expense, defend and indemnify Client against any claim that the Deliverables infringe a third party's intellectual property rights, provided Client promptly notifies Provider in writing of any such claim and allows Provider sole control of the defense.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder and that this Agreement constitutes a legal, valid and binding obligation enforceable against it.

8.2 Provider warrants that Services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Provider shall indemnify, defend 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 Provider's gross negligence, willful misconduct or material breach of this Agreement.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM 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 TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INSURANCE

11.1 Provider shall maintain insurance customary for the industry, including commercial general liability and professional liability/errors and omissions coverage with limits not less than . Provider shall provide certificates of insurance upon Client's reasonable request.

12. TERMINATION

12.1 Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice.

12.2 Client may terminate this Agreement for convenience upon providing Provider with days' prior written notice, subject to payment for Services performed and reasonable wind-down costs.

13. NOTICES

13.1 All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as a party may specify by written notice).

14. AMENDMENT AND WAIVER

14.1 No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other or further exercise.

15. GOVERNING LAW; VENUE

15.1 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 out of this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 This Agreement, including all Exhibits and statements of work referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

16.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the extent consistent with the parties' intent.

17. COUNTERPARTS; EXECUTION

17.1 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 image or facsimile shall be binding.

EXHIBIT A — SCOPE OF SERVICES

Describe the Services, milestones, acceptance criteria, and deliverables below. Specify any performance standards, testing procedures, and schedules applicable to Services.

EXHIBIT B — FEES

Provide rates, milestone payments, or fixed fees and any billing schedule below.

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