Professional Services Provision Addendum

PROFESSIONAL SERVICES PROVISION ADDENDUM

This Professional Services Provision Addendum (the "Addendum") is made and entered into as of Effective Date: , by and between Client Name: , with principal address ("Client"), and Service Provider Name: , with principal address ("Provider").

RECITALS

WHEREAS, Client and Provider are parties to an existing agreement governing professional services (the "Underlying Agreement"), dated , , under which Provider furnishes certain services to Client;

WHEREAS, the parties desire to amend and clarify the nature, scope, and administrative terms governing the provision of specified professional services;

WHEREAS, the parties intend that the terms of this Addendum supplement and govern the specific services described herein without negating any unrelated provisions of the Underlying Agreement except as expressly modified.

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

1. SCOPE OF SERVICES

1.1 Provider shall perform the professional services described in the Services Description below (the "Services"). Provider shall provide the Services in accordance with professional standards generally applicable to comparable services and shall use personnel with appropriate qualifications and experience.

2. TERM AND TERMINATION

2.1 This Addendum shall commence on the Effective Date and shall continue for the period set forth below unless earlier terminated in accordance with this Addendum. The initial term shall be: .

2.2 Either party may terminate this Addendum for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice if the other party materially breaches any obligation and fails to cure within thirty (30) days after receipt of notice specifying the breach.

3. COMPENSATION AND PAYMENT

3.1 Compensation for the Services shall be as set forth below. Unless otherwise agreed, Provider shall invoice Client for services rendered and reimbursable expenses in accordance with the invoicing schedule.

3.2 Client shall pay undisputed invoices within the payment term. Disputes must be raised within fifteen (15) days of invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law.

4. CHANGE ORDERS

4.1 Any change to the scope, schedule, or price shall be documented in a written change order signed by authorized representatives of both parties. Provider shall not be obligated to commence work subject to a change order until the parties have agreed in writing on any adjustment to fees or schedule.

5. CONFIDENTIALITY

5.1 Each party acknowledges that during the term it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) use Confidential Information solely to perform under this Addendum; (b) restrict disclosure to those employees, agents, and subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those in this Addendum; and (c) take reasonable measures to protect such information from unauthorized disclosure. Confidential Information shall not include information that is or becomes publicly available other than through a breach of this Addendum or is independently developed without use of the disclosing party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Deliverables. Except as expressly set forth in this Addendum, Provider assigns to Client all right, title and interest in and to deliverables specifically prepared for Client under this Addendum (the "Deliverables"), subject to Client's full payment of all amounts due. Provider retains ownership of its pre-existing intellectual property and general methodologies. To the extent any Provider pre-existing materials are incorporated into a Deliverable, Provider grants Client a non-exclusive, perpetual, worldwide license to use such incorporated materials solely as part of the Deliverable.

6.2 Third-Party Materials. Provider shall obtain and maintain any third-party licenses necessary for Client's use of Deliverables. Provider represents that, to the best of its knowledge, the Deliverables will not infringe third-party intellectual property rights.

7. WARRANTIES; DISCLAIMER

7.1 Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Provider's sole obligation and Client's exclusive remedy shall be re-performance of the nonconforming Services or, if Provider cannot substantially correct the deficiency, a refund of amounts paid by Client for the deficient Services.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 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 expenses (including reasonable attorneys' fees) arising out of Provider's negligent acts, willful misconduct, or breach of this Addendum, including any claim of intellectual property infringement attributable to the Deliverables, provided that Client gives prompt written notice of such claim and cooperates in the defense.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS ADDENDUM SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

10.1 Provider shall maintain at its expense insurance coverage customary for the industry and sufficient to cover its liabilities under this Addendum, including professional liability/errors & omissions coverage and general commercial liability. Minimum limits (or equivalent) shall be:

11. NOTICES

11.1 All notices required or permitted under this Addendum shall be in writing and delivered to the addresses below by certified mail, commercial overnight courier, or personal delivery, and shall be deemed given upon receipt.

12. AMENDMENTS; WAIVER

12.1 This Addendum may be amended only by a written instrument 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 preclude any other exercise.

13. GOVERNING LAW

13.1 This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Addendum, together with the Underlying Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Addendum is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. COUNTERPARTS

15.1 This Addendum may be executed in 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 and shall have the same effect as original signatures.

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