Professional Services Request Agreement

Professional Services Request Agreement

This Professional Services Request Agreement (the Agreement) is entered into as of by and between: Service Provider Name: , and Client Name: .

RECITALS

WHEREAS, Service Provider possesses the professional skills, expertise and personnel necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform certain services on the terms and conditions set forth herein, and Service Provider agrees to provide such services to Client for the compensation and under the schedule set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement constitute the complete and exclusive statement of the terms of their agreement with respect to the services described below.

SCOPE OF WORK

Service Provider shall perform the professional services and deliverables described below (the Services). The Services will be performed in accordance with the schedule, milestones, and acceptance criteria set forth in this Agreement.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursable expenses set forth in this section in exchange for the Services. All amounts stated are exclusive of taxes unless otherwise specified.

Unless otherwise agreed, undisputed invoices are due within thirty (30) days of invoice date. Client is responsible for all reasonable costs of collection, including attorneys' fees, for late or unpaid amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until , unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within fourteen (14) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services rendered and expenses properly incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) hold Confidential Information in strict confidence and use it solely for performance under this Agreement; (b) restrict disclosure to those employees, contractors, or agents with a need to know; and (c) take reasonable measures to protect such Confidential Information.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party to permit a protective order or other relief.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing materials, methodologies, tools, and intellectual property, and grants Client a non-exclusive, non-transferable license to use the final deliverables for its internal business purposes upon full payment. Client will not copy, reverse engineer, or exploit Service Provider's proprietary materials.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other against third-party claims arising from the indemnifying party’s gross negligence or willful misconduct in the performance of this Agreement. Except for liability arising from intentional misconduct or indemnification obligations, each party's aggregate liability to the other for any claim arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the other party’s prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

Sign Now