Professional Services PSA Terms

PROFESSIONAL SERVICES PSA TERMS

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

RECITALS

WHEREAS, Service Provider possesses the expertise, personnel and resources necessary to perform professional services in the area described in Section 1 (the "Services"); and

WHEREAS, Client desires to engage Service Provider to perform such Services under the terms and conditions set forth in this Agreement and Service Provider is willing to perform the Services on such terms; and

WHEREAS, the parties intend that this Agreement set forth the full understanding between them with respect to the Services and related matters.

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

1. SERVICES

1.1 Scope. Service Provider shall perform the Services described in the Statement of Work attached hereto or described below. Parties may describe the Services succinctly here:

1.2 Performance Standard. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and using qualified personnel. Service Provider shall comply with Client's reasonable policies and procedures only to the extent expressly set forth in writing.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Agreement.

2.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

2.3 Termination for Convenience. Client may terminate this Agreement for convenience upon days' prior written notice, subject to payment for Services performed through the effective date of termination and reasonable wind-down costs.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth in the applicable Statement of Work or as follows: Fee Structure: ; Rate/Amount: $.

3.2 Invoicing and Payment. Service Provider shall invoice monthly unless otherwise agreed. Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest at or the maximum permitted by law, whichever is less.

4. EXPENSES

Client shall reimburse Service Provider for reasonable and pre-approved out-of-pocket expenses incurred in connection with the Services upon presentation of documentation. Reimbursements shall be paid within the same period as set forth for invoiced Fees.

5. CHANGE ORDERS

Any material change to the scope, schedule or fees shall be documented in a written change order signed by authorized representatives of both parties. Service Provider shall not be required to perform work outside the agreed scope without a signed change order.

6. INTELLECTUAL PROPERTY

6.1 Pre-Existing Materials. Each party retains all right, title and interest in its pre-existing intellectual property. Service Provider shall identify in writing any pre-existing materials provided to Client.

6.2 Deliverables. Subject to Client’s payment of all fees, Service Provider grants Client a non-exclusive, worldwide, perpetual license to use the final deliverables for Client’s internal business purposes only. Service Provider retains the right to use general skills, know-how and lessons learned in future work.

7. CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any Confidential Information disclosed by the other party, except as required by law or with prior written consent. Confidential Information does not include information that was known to the receiving party prior to disclosure, or which is or becomes publicly available through no fault of the receiving party.

8. REPRESENTATIONS AND WARRANTIES

Each party represents that it has authority to enter into this Agreement. Service Provider represents that the Services will be performed in a competent and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SERVICE PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

Service Provider shall indemnify, defend and hold harmless Client from and against third-party claims arising out of Service Provider's gross negligence or willful misconduct in the performance of the Services. Client shall indemnify Service Provider for claims arising from Client's misuse of the deliverables or breach of representations.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR FOR A PARTY'S INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INSURANCE

Service Provider shall maintain commercial general liability and professional liability insurance with limits customary for the industry and shall, upon request, provide certificates of insurance to Client.

12. INDEPENDENT CONTRACTOR; SUBCONTRACTING

Service Provider is an independent contractor. Nothing in this Agreement shall create an employer-employee relationship, joint venture, or partnership. Service Provider may engage subcontractors but remains responsible for performance and compliance with this Agreement.

13. NOTICES

All notices shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email (with confirmation). Notice is effective upon receipt.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles. The parties agree that any dispute shall first be subject to good faith negotiation; if unresolved, disputes shall be submitted to binding arbitration in the agreed venue.

15. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force. This Agreement may be amended only by a written instrument signed by both parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original.

16. MISCELLANEOUS

The parties shall perform their obligations in good faith. Neither party shall assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

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