Professional Services Return of Service Agreement

PROFESSIONAL SERVICES RETURN OF SERVICE AGREEMENT

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

RECITALS

WHEREAS, Service Provider has performed certain professional services and delivered work product, materials, and related information (collectively, the "Services" and "Work Product") for Client pursuant to one or more written or oral engagements; and

WHEREAS, the parties desire to provide for an orderly return, transfer, and accounting of Services, Work Product, tangible materials, and confidential information upon termination or upon request in accordance with the terms set forth herein; and

WHEREAS, the parties intend that this Agreement govern the obligations, rights, and remedies related to the return of Services and Work Product and the final settlement of fees and expenses between them.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic or other form, including but not limited to business plans, client lists, technical data, reports, and trade secrets. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement.

1.2 "Materials" means tangible items, documents, samples, equipment, and physical property provided by Client or created by Service Provider in the performance of the Services.

2. SCOPE OF RETURN OBLIGATIONS

2.1 Return Requirement. Upon termination of any engagement or upon written request by Client, Service Provider shall, within days, return to Client all Materials and copies of Work Product in Service Provider's possession or control, delete or destroy electronic copies as directed, and certify in writing the completion of such return or destruction.

2.2 Scope of Items to Be Returned. Items to be returned shall include, at a minimum: tangible Materials, original physical deliverables, electronic files, credentials, and any Client-owned data. Describe items subject to return:

3. DELIVERY, ACCESS, AND ACCEPTANCE

3.1 Delivery. Returns shall be made to Client's address set forth above or to such other location as Client designates in writing. The parties may agree that certain electronic items shall be transferred by secure upload, encrypted media, or secure remote access. Service Provider shall provide any access credentials and instructions reasonably necessary to enable Client to retrieve returned electronic Work Product.

3.2 Acceptance. Client shall inspect returned items within days of receipt and shall notify Service Provider in writing of any claimed deficiencies. Absent timely written notice, returned items shall be deemed accepted.

4. FINAL ACCOUNTING, FEES, AND EXPENSES

4.1 Final Accounting. Within days after return, Service Provider shall deliver a final accounting and invoice for all outstanding amounts due for Services rendered through the date of termination, including fees for finalization of deliverables and reasonable costs of return or destruction of Materials.

4.2 Outstanding Fees. Outstanding principal amount due: . Agreed credits or offsets: .

4.3 Payment Terms. Client shall pay any undisputed amounts due within days of receipt of the final invoice. Amounts disputed in good faith shall be resolved promptly in accordance with Section 10 (Dispute Resolution).

5. CONFIDENTIALITY AND RETURN OF CONFIDENTIAL INFORMATION

5.1 Return or Destruction. Upon return of Services and Materials, each party shall return or, at the disclosing party's direction, destroy all Confidential Information of the other party, including all copies and extracts, except to the extent retention is required by law or for archived backup purposes, provided such retained copies remain subject to the confidentiality obligations herein.

5.2 Ongoing Protections. Confidential Information shall remain subject to the confidentiality obligations of any existing agreement between the parties or, in the absence of such agreement, to the following standard: the receiving party shall protect Confidential Information with no less than the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care.

6. INTELLECTUAL PROPERTY

6.1 Ownership. All pre-existing intellectual property of each party remains that party's sole property. Subject to full payment of all fees due under this Agreement, Service Provider grants Client a nonexclusive, nontransferable license to use Work Product delivered to Client. Any license scope limits, retained rights, or third-party licenses shall be set forth in writing.

6.2 Third-Party Materials. Service Provider shall identify any third-party materials embedded in the Work Product and deliver copies of applicable license terms and any required third-party notices.

7. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

7.1 Mutual Authority. Each party represents and warrants that it is duly organized and has full power and authority to enter into and perform this Agreement.

7.2 Service Provider Warranty. Service Provider warrants that to the best of its knowledge the Work Product returned does not knowingly infringe third-party intellectual property rights and that it has disclosed any material third-party claims to Client.

7.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND WORK PRODUCT 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.

8. INDEMNIFICATION

8.1 Indemnity by Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of Service Provider's breach of its representations or its gross negligence or willful misconduct, including claims of infringement attributable to Service Provider's actions.

8.2 Indemnity by Client. Client shall indemnify and hold harmless Service Provider for liabilities arising from Client-provided Materials or Client's breach of this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR GROSSLY BREACHED CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THE APPLICABLE ENGAGEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved within days, the parties may pursue any available remedies at law or in equity.

11. NOTICES

All notices 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 designates in writing. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by a nationally recognized overnight courier.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party to exercise any right shall operate as a waiver of that right unless such waiver is in writing and signed by the waiving party.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be binding.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: .

13.2 Entire Agreement. This Agreement, together with any incorporated engagement letters or statements of work expressly referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, 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 achieves, to the extent possible, the original economic intent.

14. MISCELLANEOUS

14.1 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign to an acquirer of substantially all of its assets or equity.

14.2 Relationship of Parties. The parties are independent contractors and nothing herein shall be construed to create a partnership, joint venture, or employer-employee relationship.

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