Professional Services Scope of Services

DOCUMENT NAME

PROFESSIONAL SERVICES SCOPE OF SERVICES

This Scope of Services (the Agreement) is made effective as of by and between Service Provider Name: and Client Name: (each a Party and collectively the Parties).

RECITALS

WHEREAS, Service Provider maintains professional expertise and experience in providing the services described below and has agreed to provide such services to Client under the terms and conditions set forth herein;

WHEREAS, Client desires to engage Service Provider to perform the professional services set forth in this Scope of Services, and Service Provider is willing to perform such services for the compensation and on the schedule provided in this Agreement;

WHEREAS, the Parties intend that the written statements of services, deliverables, schedule, fees and responsibilities contained in this Agreement shall govern their relationship and that any changes shall be made only by written amendment executed by both Parties.

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

1. SCOPE OF SERVICES

1.1 Services. Service Provider shall perform the professional services described in the Deliverables section below and any additional tasks as mutually agreed in writing. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

2. SCHEDULE AND MILESTONES

2.1 Schedule. The Parties agree to the following schedule for performance and delivery of the Deliverables. Time is of the essence for all delivery dates expressly stated in any statement of work or milestone schedule.

2.2 Delays. Service Provider shall notify Client promptly of any events likely to delay performance. Client may, at its option, approve a revised schedule or terminate pursuant to Section 11 for material delay.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Service Provider compensation as follows (select applicable): Fixed fee Hourly rates

3.2 Invoicing and Payment. Service Provider shall submit invoices in sufficient detail to permit Client to verify charges. Unless otherwise set forth herein, Client shall pay undisputed amounts within 30 days of Client's receipt of invoice. Disputed amounts must be notified in writing within 15 days of receipt; undisputed portions remain payable.

3.3 Late Payment. Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less, plus Service Provider's reasonable costs of collection.

4. EXPENSES

4.1 Reimbursable Expenses. Client shall reimburse Service Provider for pre-approved, reasonable, and properly documented out-of-pocket expenses incurred in connection with performance. Reimbursable expenses require written pre-approval when exceeding the amount specified in the statement of work.

5. CHANGES; CHANGE ORDERS

5.1 Change Orders. Any change to the Scope of Services, schedule, or fees shall be made only by a written change order signed by authorized representatives of both Parties. Change orders shall describe the change, the effect on schedule, and adjustment to compensation, if any.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party acknowledges that it may receive Confidential Information from the other. "Confidential Information" means non-public information designated as confidential or that by its nature should reasonably be considered confidential. Each receiving Party agrees to (a) hold Confidential Information in strict confidence, (b) use it solely to perform its obligations under this Agreement, and (c) not disclose it except to employees or contractors who need to know and who are bound by confidentiality obligations no less protective than those herein.

6.2 Exceptions. Confidential Information does not include information that is (a) publicly available without breach, (b) rightfully received from a third party without restriction, (c) independently developed without use of the other's Confidential Information, or (d) required to be disclosed by law or court order, provided the disclosing Party is given prompt notice and opportunity to seek protection.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Unless otherwise agreed in a written statement of work, Service Provider retains ownership of pre-existing intellectual property, know-how, tools and methodologies. Subject to Client's payment of all sums due, Service Provider assigns to Client all right, title and interest in and to Deliverables specifically prepared for Client under this Agreement, except for Service Provider's pre-existing materials and third-party materials.

7.2 License to Pre-Existing Materials. To the extent any pre-existing or third-party materials are embedded in the Deliverables, Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use such materials solely as incorporated within the Deliverables for Client's internal business purposes.

8. INDEPENDENT CONTRACTOR

8.1 Relationship. Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, agency or joint venture relationship between the Parties. Service Provider shall be solely responsible for all taxes, insurance and benefits related to its personnel.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses or damages arising from its gross negligence, willful misconduct or material breach of this Agreement.

9.2 Limitation of Liability. Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither Party's aggregate liability under this Agreement shall exceed the total amount of fees paid by Client to Service Provider under this Agreement in the 12 months preceding the claim.

10. INSURANCE

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

11. TERM AND TERMINATION

11.1 Term. This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated in accordance with this Section.

11.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days' written notice to the other Party. Upon termination, Client shall pay Service Provider for all services performed and authorized expenses incurred through the termination date, plus reasonable wind-down costs.

11.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within fifteen (15) days after receipt of written notice of such breach.

12. NOTICES

12.1 All notices shall be in writing and delivered to the addresses set forth below by hand, recognized overnight courier, or certified mail, return receipt requested, or by email with confirmation of receipt.

13. AMENDMENTS; WAIVER

13.1 Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties.

13.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. A waiver of any breach shall not be construed as a waiver of any subsequent breach.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified below. The Parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for resolution of disputes not subject to arbitration.

15. COUNTERPARTS; ENTIRE AGREEMENT; SEVERABILITY

15.1 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. Signatures delivered by electronic means shall be effective as original signatures.

15.2 Entire Agreement. This Agreement, including any exhibits and statements of work incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

ADDITIONAL PROVISIONS

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