Professional Services PSA Template

PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (Agreement) is entered into as of the day of , (Effective Date), by and between Client Name: , an entity formed as: Individual Corporation LLC Partnership whose principal place of business is , and Service Provider Name: , an entity formed as: Individual Corporation LLC Partnership whose principal place of business is .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional services described herein, and Service Provider has the expertise, personnel, and resources to perform such services in accordance with applicable professional standards; and

WHEREAS, Service Provider is willing to provide the specified services to Client subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to establish the rights and obligations of each party with respect to such services.

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 services described in Section 2. 1.2 "Deliverables" means tangible or digital items, reports, designs or materials created by Service Provider specifically for Client under this Agreement. 1.3 "Confidential Information" means non-public information disclosed by a party and marked or identified as confidential or which reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

Service Provider shall perform the Services described below in a professional and workmanlike manner in accordance with generally accepted industry standards:

3. TERM

This Agreement commences on the Effective Date and shall continue until: commencement on and termination on , unless earlier terminated in accordance with Section 6.

4. COMPENSATION; INVOICES; PAYMENT

4.1 Compensation. Client shall pay Service Provider the fees set forth below for performance of the Services. Fee structure:

4.2 Invoices. Service Provider shall submit invoices in accordance with the schedule below. Payment is due within days of Client's receipt of a properly submitted invoice. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.3 Expenses. Client shall reimburse pre-approved, reasonable out-of-pocket expenses incurred by Service Provider in connection with the Services upon submission of receipts or other supporting documentation.

5. PERFORMANCE STANDARDS

Service Provider shall (a) perform the Services in a timely manner in accordance with the agreed schedule and with industry-standard care and skill; (b) assign personnel of suitable training and experience; and (c) comply with all applicable laws, rules and professional standards in performing the Services.

6. TERMINATION

6.1 Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice. 6.2 Either party may terminate without cause upon giving sixty (60) days prior written notice to the other party. 6.3 Upon termination, Service Provider shall deliver all completed Deliverables and Client shall pay for Services performed and reasonable expenses incurred through the effective date of termination.

7. CONFIDENTIALITY

7.1 Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. 7.2 Confidential Information may be disclosed to employees or contractors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those herein. 7.3 Confidentiality obligations do not apply to information that (a) is or becomes publicly known through no fault of the receiving party; (b) was in the receiving party's possession prior to disclosure; (c) is lawfully obtained from a third party; or (d) is independently developed without use of the disclosing party's Confidential Information.

8. INTELLECTUAL PROPERTY

8.1 Ownership of Pre-Existing Materials. Each party retains ownership of intellectual property and materials owned or developed by it prior to or outside the scope of this Agreement. 8.2 Deliverables. Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement, subject to Client's payment in full of all fees due. 8.3 License Back. Service Provider retains a non-exclusive, worldwide, royalty-free license to use general skills, know-how and methodologies retained in the Deliverables provided such use does not disclose Client's Confidential Information or deliverables unique to Client.

9. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing contained in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the parties. Service Provider is solely responsible for withholding and paying any taxes, contributions or premiums required by law with respect to its personnel.

10. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further represents that the Services and Deliverables will not infringe any third-party intellectual property rights and will be provided in a professional manner consistent with industry standards.

11. INDEMNIFICATION

Service 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 Service Provider's negligent acts, willful misconduct, or breach of its representations, including infringement of third party intellectual property rights resulting from the Deliverables, except to the extent caused by Client's negligence or breach of this Agreement.

12. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither party shall be liable for consequential, incidental, indirect, special or punitive damages. The aggregate liability of each party arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim or , whichever is greater.

13. INSURANCE

Service Provider shall maintain commercial general liability insurance and professional liability/errors and omissions insurance in amounts customary for the industry and sufficient to cover its obligations under this Agreement. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

14. NOTICES

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and shall be delivered to the address for each party set forth below or to such other address as a party may specify in writing in accordance with this Section.

15. AMENDMENT; WAIVER; COUNTERPARTS

15.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by both parties. 15.2 Waiver. No waiver of any breach shall be effective unless in writing and signed by the waiving party, and a waiver of one breach shall not be construed as a waiver of any other breach. 15.3 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.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflict of laws. 16.2 Entire Agreement. This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, agreements and understandings. 16.3 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be modified to the extent necessary to render it valid and enforceable while preserving its intent.

MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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