Professional Services PSA Execution

PROFESSIONAL SERVICES AGREEMENT (PSA) — EXECUTION

This Professional Services Agreement (the "Agreement") is made as of by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client requires certain professional services described in one or more statements of work to be entered into under this Agreement; and

WHEREAS, Provider represents that it has the personnel, expertise and resources to perform the professional services described in the statement(s) of work and desires to provide such services to Client under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such professional services.

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

1. DEFINITIONS

1.1 "Statement of Work" or "SOW" means a written document executed by the parties describing the Services, deliverables, schedule, and Fees applicable to a particular engagement. Each SOW is incorporated into and made part of this Agreement.

1.2 "Deliverables" means tangible or intangible work product specifically identified in a SOW that Provider is required to deliver to Client under this Agreement.

2. SERVICES

2.1 Provider shall perform the professional services described in each SOW in a timely, professional and workmanlike manner consistent with industry standards. Provider shall provide personnel with appropriate skill, experience and qualifications.

3. TERM

3.1 This Agreement commences on the Effective Date set forth above and shall continue until the completion of all SOWs or until terminated as provided in Section 11.

3.2 Each SOW shall specify a term and any renewal provisions. If an SOW does not specify an end date, the SOW shall remain in effect until completion of the Services or termination under Section 11.

4. COMPENSATION AND PAYMENT

4.1 Provider shall invoice Client in accordance with the applicable SOW. Unless otherwise stated in the SOW, Client shall pay all undisputed invoices within the Payment Terms. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. EXPENSES

5.1 Unless otherwise stated in an SOW, Provider shall be responsible for all expenses incurred in performance of the Services. Reasonable out-of-pocket expenses pre-approved in writing by Client will be reimbursed at cost upon submission of supporting documentation.

6. CONFIDENTIALITY

6.1 Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such information except as necessary to perform its obligations under this Agreement. Confidential information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is independently developed without use of the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates in any protective actions.

7. INTELLECTUAL PROPERTY

7.1 All pre-existing intellectual property of each party remains the exclusive property of that party. Provider hereby assigns to Client all right, title and interest in and to any Deliverables specifically created for Client under an SOW, and to the extent assignment is not possible, Provider grants Client an irrevocable, perpetual, worldwide, royalty-free license to use, reproduce, modify, distribute and otherwise exploit such Deliverables for Client's internal business purposes.

8. INDEPENDENT CONTRACTOR

8.1 Provider shall perform the Services as an independent contractor. Neither party shall be deemed an employee, agent, partner or joint venturer of the other. Provider is responsible for all taxes, withholdings and other statutory obligations arising from compensation paid to Provider and its personnel.

9. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

9.1 Provider represents and warrants that it will perform the Services in a professional manner consistent with generally accepted industry standards. Provider further warrants that the Deliverables will not, to Provider's knowledge, infringe any third party intellectual property rights.

9.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. INDEMNIFICATION

10.1 Provider shall indemnify, defend 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 Provider's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights by the Deliverables.

10.2 Client shall indemnify Provider to the extent arising from Client's breach of this Agreement or Client-provided materials that infringe third-party rights.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTION 6 (CONFIDENTIALITY) OR 10 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CLIENT TO PROVIDER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR THE LIABILITY CAP SET ABOVE, WHICHEVER IS LESS.

12. INSURANCE

12.1 During the term of this Agreement, Provider shall maintain insurance with coverages and limits customary for the industry, including commercial general liability and professional liability/errors & omissions insurance. Upon request, Provider shall furnish certificates of insurance to Client evidencing such coverage.

13. TERMINATION

13.1 Either party may terminate this Agreement or any SOW for material breach by the other party if the breach is not cured within thirty (30) days after written notice specifying the nature of the breach; provided, however, that Client may terminate any SOW for convenience upon written notice to Provider as set forth in the SOW.

13.2 Upon termination, Provider shall deliver all completed Deliverables and any work-in-progress and shall reasonably cooperate to effect an orderly transition of Services. Client shall pay Provider for Services performed and expenses incurred through the effective date of termination.

14. TRANSITION ASSISTANCE

14.1 If requested by Client, Provider shall provide reasonable transition assistance for a period specified in the applicable SOW or otherwise agreed in writing, at Provider's then-current rates, to effect an orderly transfer of Services to Client or its designee.

15. NOTICES

15.1 All notices, requests and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as either party may designate in writing. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

16. AMENDMENT AND WAIVER

16.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure to exercise any right shall not constitute a waiver of that right, and no waiver shall be effective unless in writing and signed by the party granting the waiver.

17. GOVERNING LAW

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

18. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

18.1 This Agreement, together with all executed SOWs, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

18.2 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes closest to the parties' intent.

18.3 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. Delivery of an executed signature page by electronic transmission shall be effective as delivery of a manually executed counterpart.

19. MISCELLANEOUS

19.1 Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all its assets. Any unauthorized assignment shall be void.

19.2 The parties acknowledge that monetary damages may be an insufficient remedy for certain breaches and that a party may seek injunctive relief in addition to other remedies available at law or in equity.

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