Professional Services Provision Agreement

PROFESSIONAL SERVICES PROVISION AGREEMENT

This Professional Services Provision Agreement ("Agreement") is entered into as of Effective Date: Day Month Year , by and between Client Name: , Client Address: , and Service Provider Name: , Service Provider Address: .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional services described herein and Service Provider represents that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement; and

WHEREAS, Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the performance, compensation and ownership of results of the services.

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

1. SCOPE OF SERVICES

1.1 Services. Service Provider shall perform the professional services described in Schedule A attached hereto and incorporated by reference (the "Services"). The Services shall include all tasks, deliverables and responsibilities reasonably necessary to accomplish the objectives set forth in Schedule A.

2. TERM; TERMINATION

2.1 Term. This Agreement shall commence on the Effective Date and continue for the initial period specified below unless earlier terminated in accordance with this Section. Commencement Start Date: Expiration/End Date:

2.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

2.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within days after receiving written notice specifying the breach.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth below for performance of the Services. Base Fee/Rate: per .

3.2 Expenses. Client will reimburse Service Provider for reasonable, preapproved out-of-pocket expenses incurred in connection with the Services upon submission of itemized invoices and supporting documentation.

3.3 Payment Terms. Invoices shall be issued and are payable within days of Client's receipt. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means nonpublic information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. Each party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents or permitted subcontractors who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement.

5. INTELLECTUAL PROPERTY

5.1 Ownership of Prior Materials. Each party retains all right, title and interest in and to materials owned or developed by such party prior to or independent of this Agreement ("Background IP").

5.2 Work Product; Assignment. Except as expressly provided herein, all work product, deliverables and inventions created specifically for Client under this Agreement ("Work Product") shall be deemed a work made for hire and, to the extent not so owned upon creation, Service Provider hereby irrevocably assigns to Client all right, title and interest in and to such Work Product, including all intellectual property rights therein.

5.3 License to Background IP. Service Provider grants Client a nonexclusive, royalty-free, worldwide license to use Service Provider's Background IP to the extent incorporated in the Work Product solely for Client's internal business purposes.

6. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture or agency relationship. Service Provider is responsible for payment of all taxes and benefits for its personnel and agrees not to represent itself as an employee or agent of Client.

7. WARRANTIES; DISCLAIMER

7.1 Mutual Warranties. Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement.

7.2 Provider Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Client's sole and exclusive remedy shall be reperformance of the deficient Services or, if Service Provider fails to reperform within a reasonable time, a refund of fees paid for the deficient portion of the Services.

7.3 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider Indemnity. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of (a) Service Provider's breach of this Agreement, (b) negligent acts or willful misconduct of Service Provider in performing the Services, or (c) infringement of third-party intellectual property rights by Service Provider's deliverables, except to the extent such claim arises from Client's modification of the deliverable or Client's use in combination with third-party products.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

Service Provider shall maintain insurance coverage appropriate to the Services, including commercial general liability and professional liability/errors & omissions coverage in amounts customary for the industry. Upon Client's request, Service Provider shall provide certificates evidencing such insurance.

11. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including but not limited to privacy, export control and employment laws.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier or email with confirmation. Notices shall be effective upon receipt.

13. ASSIGNMENT; SUBCONTRACTING

Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor. Service Provider may engage qualified subcontractors provided Service Provider remains fully responsible for performance and compliance with this Agreement.

14. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. The waiver by either party of a breach shall not constitute a waiver of any subsequent breach.

15. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the governing state, or, if arbitration is not enforceable, by courts of competent jurisdiction located in the governing state.

16. ENTIRE AGREEMENT; SEVERABILITY

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

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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