Professional Services PTD Agreement

PROFESSIONAL SERVICES PTD AGREEMENT

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

RECITALS

WHEREAS, the Provider is engaged in the business of providing professional services including technical, advisory, development and transition services described herein; and

WHEREAS, the Client desires to retain the Provider to perform certain Services and to deliver Post-Termination Deliverables ("PTD") in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties intend for the Provider to undertake the performance, delivery and transition obligations set forth below to ensure orderly project completion and transfer of Deliverables upon termination or expiration.

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 and in the Statement of Work attached or described herein. "Deliverables" means tangible or intangible work product delivered to Client pursuant to the Services. "Post-Termination Deliverables" or "PTD" means the subset of Deliverables and transition materials that Provider is required to deliver following termination or expiration to permit Client to operate, maintain or transition the Deliverables.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described below and in any accompanying Statement of Work. The parties may attach a Statement of Work or the parties may describe the Services in the field below.

2.2 Project Identifier or Name:

2.3 Start Date:   Estimated Completion Date:

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues until completion of the Services or earlier termination in accordance with this Section. Either party may terminate for convenience upon written notice as provided in Section 12 by giving the other party not less than days' prior written notice.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

3.3 Effect of Termination. Upon termination or expiration, Provider shall cease performance of Services except as necessary to deliver PTD and to provide reasonable transition assistance described in Section 11. Provider shall invoice Client for all Services performed through the effective date of termination and for reasonable costs of transition as set forth herein.

4. COMPENSATION

4.1 Fees. Client shall pay Provider the fees described below for the Services. The parties agree to the following fee arrangement:

4.2 Expenses. Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services upon submission of supporting documentation.

5. INVOICING AND PAYMENT

5.1 Provider shall submit invoices itemizing Services performed and expenses incurred. Invoices are due and payable within days of receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by law.

6. INTELLECTUAL PROPERTY

6.1 Subject to payment in full, Provider hereby assigns to Client all right, title and interest in and to the Deliverables that are specifically created for Client under this Agreement, whether copyrightable or otherwise, excluding Provider's pre-existing tools, templates and know-how. Provider retains a non-exclusive, royalty-free license to use general skills and experience developed in performing the Services.

6.2 If any Deliverable contains third-party materials, Provider shall secure and assign or procure the necessary rights or provide notice of the limitations to Client prior to delivery.

7. CONFIDENTIALITY

7.1 Each party shall keep confidential the other party's Confidential Information and shall use such Confidential Information solely to perform obligations under this Agreement. Confidential Information excludes information that is publicly known, rightfully received from a third party or independently developed without use of the other party's Confidential Information.

7.2 The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of years.

8. REPRESENTATIONS AND WARRANTIES

8.1 Provider represents and warrants that (a) it has the full power and authority to enter into this Agreement and perform the Services; (b) Services will be performed in a professional and workmanlike manner in accordance with industry standards; and (c) to the best of Provider's knowledge, the Deliverables will not infringe third-party intellectual property rights.

8.2 Except as expressly set forth in this Section, neither party makes any other warranty, express or implied, and all implied warranties are expressly excluded to the fullest extent permitted by law.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Indemnification. Provider shall indemnify, defend and hold harmless Client from and against third-party claims arising out of Provider's gross negligence, willful misconduct or breach of third-party IP rights in Deliverables. Client shall indemnify Provider for claims arising from Client's misuse of the Deliverables or breach of Client obligations.

9.2 Limitation of Liability. Except for liability resulting from willful misconduct, gross negligence, or Provider's breach of Section 6 (IP) or its indemnification obligations, each party's aggregate liability for any claim arising under this Agreement shall be limited to the greater of (a) the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim, or (b) .

10. INSURANCE

10.1 Provider shall maintain commercial general liability and, where applicable, professional liability insurance with limits not less than per occurrence and shall furnish certificates upon Client's request.

11. POST-TERMINATION DELIVERABLES (PTD) AND TRANSITION

11.1 PTD. Upon expiration or termination, Provider shall promptly deliver to Client all PTD, which shall include source code, documentation, configuration files, data exports and any other materials necessary for Client to continue to use, operate, maintain or transfer the Deliverables. The specific PTD items required for this engagement are described below.

11.2 Delivery Timeline. Provider shall deliver PTD within days of the effective date of termination or expiration. Provider shall provide reasonable transition assistance for a period of days following delivery, at the rates set forth in Section 4, to enable orderly transfer to Client or a designated successor.

12. NOTICES

12.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right will operate as a waiver. This Agreement may be executed in counterparts and delivered by electronic transmission, each of which shall be deemed an original.

14. GOVERNING LAW

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles.

15. ENTIRE AGREEMENT

15.1 This Agreement, together with any Statement of Work or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications.

16. SEVERABILITY

16.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

17. MISCELLANEOUS

17.1 Relationship of Parties. The parties are independent contractors and nothing in this Agreement creates a joint venture, partnership or employment relationship.

17.2 Remedies. The parties acknowledge that monetary damages may be insufficient to remedy a breach of confidentiality or intellectual property provisions and that injunctive relief may be appropriate.

Sign Now