Professional Services WeKiwi Contract

PROFESSIONAL SERVICES WEKIWI CONTRACT

This Professional Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: , an entity organized as: under the laws of , with its principal place of business at (Service Provider), and Client Name: , with its principal place of business at (Client). Service Provider and Client may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Service Provider has professional expertise in providing the services described in Section 1 of this Agreement and holds the personnel, tools, and resources necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform the professional services on the terms and conditions set forth herein, and Service Provider is willing to provide such services to Client; and

WHEREAS, the Parties intend that this Agreement set forth the full understanding and allocation of rights and responsibilities between them with respect to the services to be provided.

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

1. SERVICES

1.1 Scope of Services. Service Provider shall perform the professional services and deliverables described in the Scope of Services below (the Services). Service Provider shall provide the Services in a timely, professional, and workmanlike manner consistent with industry standards.

2. TERM

2.1 Term. The Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with Section 14.

2.2 Extension. The Term may be extended by written amendment executed by authorized representatives of both Parties.

3. COMPENSATION

3.1 Fees. Client shall pay Service Provider the fees set forth below. Fees are exclusive of taxes and reimbursable expenses unless otherwise stated.

3.2 Expenses. Client will reimburse reasonable, pre-authorized out-of-pocket expenses incurred by Service Provider in connection with performance of the Services. Reimbursement shall be made upon submission of appropriate documentation and within the limits set forth: Expense Cap:

4. INVOICING AND PAYMENT

4.1 Invoices. Service Provider shall invoice Client in accordance with the billing schedule. Each invoice shall describe Services performed, applicable rates, expenses, and total due.

4.2 Payment Terms. Client shall pay undisputed invoice amounts within days of receipt. Late payments may accrue interest at or the maximum permitted by law.

5. INTELLECTUAL PROPERTY

5.1 Definitions. "Work Product" means all tangible and intangible results of the Services created specifically for Client under this Agreement.

5.2 Ownership. Unless otherwise expressly agreed in writing, all right, title and interest in and to Work Product shall be owned by . To the extent necessary, Service Provider hereby assigns and agrees to assign to Client all right, title and interest in the Work Product upon receipt of full payment for Services associated with such Work Product.

5.3 Pre-existing Materials. Each Party retains ownership of its pre-existing intellectual property. Service Provider grants Client a non-exclusive, non-transferable, royalty-free license to use Service Provider pre-existing materials incorporated into the Work Product solely as part of the Work Product for Client's business purposes.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means non-public information disclosed by a disclosing Party that is designated as confidential or that reasonably should be understood to be confidential. Each Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to third parties except as expressly permitted; and (c) use it solely to perform obligations under this Agreement.

6.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was rightfully known by the receiving Party prior to disclosure; (c) is rightfully received from a third party free of obligation; or (d) is independently developed by the receiving Party.

6.3 Compelled Disclosure. If a Party is compelled to disclose Confidential Information by law, it shall provide prompt written notice and cooperate with reasonable efforts to obtain confidential treatment or a protective order.

7. WARRANTIES; DISCLAIMER

7.1 Mutual Warranties. Each Party represents that it has full power and authority to enter into this Agreement and that performance will not violate other agreements.

7.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. For any breach of this warranty, Service Provider will, at its option, re-perform the nonconforming Services or refund the fees attributable to such Services.

7.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF THE CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. INDEMNIFICATION

9.1 Indemnification by Service Provider. Service Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against third-party claims arising out of (a) Service Provider's breach of its representations, warranties or obligations under this Agreement; or (b) the gross negligence or willful misconduct of Service Provider in performance of the Services.

9.2 Indemnification by Client. Client shall defend, indemnify and hold harmless Service Provider for claims arising from Client materials, Client's breach of this Agreement, or Client's violation of third-party rights.

10. INSURANCE

Service Provider shall maintain commercial general liability insurance and professional liability insurance in amounts customary for providers of similar services. Minimum limits: Commercial General Liability: ; Professional Liability: . Service Provider shall provide certificates of insurance upon request.

11. INDEPENDENT CONTRACTOR

The Parties acknowledge that Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Service Provider is responsible for its own taxes, benefits and withholding.

12. SUBCONTRACTING

Service Provider may engage subcontractors to perform portions of the Services, provided that Service Provider remains responsible for the acts and omissions of any subcontractor and obtains Client's prior written consent when reasonably requested. Subcontracting Allowed: (check to permit)

13. TERMINATION

13.1 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and the breach remains uncured thirty (30) days after receipt of written notice specifying the breach.

13.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. In the event of termination for convenience, Client shall pay Service Provider for Services performed and authorized expenses incurred up to the effective date of termination.

14. EFFECTS OF TERMINATION

Upon termination, each Party shall promptly return or destroy the other Party's Confidential Information. Service Provider shall deliver to Client all completed Work Product and any materials necessary for Client to continue the work. Client shall pay all undisputed amounts due for Services rendered through the effective date of termination.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail, return receipt requested, or commercial overnight courier. Notices shall be effective upon receipt.

16. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right shall constitute a waiver of that right, and any waiver must be in writing.

17. GOVERNING LAW; VENUE

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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

18. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, including any exhibits or attachments, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to its subject matter. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together constitute one agreement. Signatures transmitted by electronic means shall be binding.

19. CERTIFICATIONS

Each Party represents and warrants that the person signing below is authorized to execute this Agreement on behalf of such Party, that such Party has the full right and authority to enter into this Agreement, and that performance of the Agreement will not violate any agreement by which such Party is bound.

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