Professional Subconsultant Agreement

PROFESSIONAL SUBCONSULTANT AGREEMENT

This Professional Subconsultant Agreement (the "Agreement") is made as of Effective Date: by and between Consultant Name: with principal address at (the "Consultant"), and Subconsultant Name: with principal address at (the "Subconsultant").

RECITALS

WHEREAS, Consultant has entered into or anticipates entering into one or more contracts with third parties for professional services and requires certain specialized services to perform such contracts;

WHEREAS, Subconsultant represents that it possesses the professional capability, experience, licenses and staff necessary to perform the services described in this Agreement; and

WHEREAS, Consultant desires to retain Subconsultant to perform such specialized services on the terms and conditions set forth herein.

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

1. SCOPE OF SERVICES

1.1 Engagement. Consultant hereby engages Subconsultant, and Subconsultant accepts such engagement, to perform the professional services described in Exhibit A attached hereto and incorporated herein (the "Services"). Subconsultant shall perform the Services in accordance with the schedule and milestones set forth in Exhibit A and in compliance with industry standards applicable to the Subconsultant's profession.

2. TERM

2.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with Section 10.

3. COMPENSATION AND PAYMENT

3.1 Compensation. Consultant shall pay Subconsultant for satisfactory performance of the Services as set forth in Exhibit B. Compensation shall be either a fixed fee, hourly rates, or a combination as specified in Exhibit B. Any change to compensation must be agreed in writing by the parties.

3.2 Invoices and Payment. Subconsultant shall submit detailed invoices in accordance with Exhibit B. Consultant shall pay undisputed amounts within days of receipt of invoice. Late payments shall accrue interest at a rate of on the unpaid balance, to the extent permitted by law.

4. CHANGES; ADDITIONAL SERVICES

4.1 Change Orders. Either party may request changes to the Services. Subconsultant shall not proceed with any change that would affect the scope, schedule or compensation without a written change order executed by both parties. Change orders shall describe the change, effect on schedule, and adjustment to compensation.

5. STANDARD OF CARE; REPRESENTATIONS

5.1 Standard of Care. Subconsultant represents and warrants that it will perform the Services in a timely, professional and workmanlike manner, consistent with generally accepted professional standards in Subconsultant's industry. Subconsultant shall comply with all applicable laws, regulations and codes.

5.2 Authority and Licenses. Subconsultant represents that it has all licenses, permits and authority necessary to perform the Services and will maintain such licenses in good standing during the term.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential. Subconsultant shall not disclose, use or permit third-party access to Consultant's Confidential Information except as required to perform the Services or as authorized in writing by Consultant.

6.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was lawfully known to the receiving party prior to disclosure; or (c) is independently developed without use of the disclosing party's Confidential Information.

7. INTELLECTUAL PROPERTY; WORK PRODUCT

7.1 Ownership. Except as otherwise expressly agreed in writing, Subconsultant assigns to Consultant all right, title and interest in and to all work product, deliverables, designs, reports, drawings and other materials created specifically for Consultant in connection with the Services (the "Work Product").

7.2 Pre-existing Materials. Subconsultant retains ownership of its pre-existing proprietary tools and methodologies provided they are not disclosed in a manner that infringes Consultant rights; Subconsultant grants Consultant a perpetual, nonexclusive, royalty-free license to incorporate any such pre-existing materials as part of the delivered Work Product to the extent necessary for Consultant's use.

8. INDEMNIFICATION

8.1 Subconsultant Indemnity. Subconsultant shall defend, indemnify and hold harmless Consultant and its officers, directors, agents and employees from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of or resulting from the negligent acts, errors or omissions, willful misconduct, or breach of this Agreement by Subconsultant, its employees or subcontractors.

8.2 Limitation of Liability. Except for Subconsultant's indemnity obligations and liability for willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the fees paid to Subconsultant under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for consequential, special, incidental, punitive or exemplary damages to the extent permitted by law.

9. INSURANCE

9.1 Insurance Coverage. Subconsultant, at its sole cost and expense, shall maintain insurance with insurers acceptable to Consultant, including: commercial general liability with limits of not less than per occurrence; professional liability/errors and omissions with limits of not less than ; and workers' compensation as required by law.

9.2 Certificates. Upon request, Subconsultant shall provide certificates of insurance and endorsements evidencing required coverage and naming Consultant as an additional insured where appropriate.

10. TERMINATION

10.1 Termination for Convenience. Consultant may terminate this Agreement for convenience upon days' written notice to Subconsultant. Subconsultant shall be entitled to payment for Services performed and documented expenses incurred through the effective date of termination.

10.2 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the nature of the breach. Termination for cause shall be without prejudice to any other remedies available at law or in equity.

11. NOTICES

11.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight carrier to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

12. ASSIGNMENT; SUBCONTRACTING

12.1 Assignment. Neither party shall assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Consultant may assign this Agreement to an affiliate or in connection with a sale of substantially all of Consultant's assets or business without Subconsultant's consent.

12.2 Subcontracting. Subconsultant may engage subcontractors to perform portions of the Services only with Consultant's prior written consent. Subconsultant shall remain fully responsible for the acts and omissions of its subcontractors and shall ensure subcontractor compliance with applicable provisions of this Agreement.

13. GOVERNING LAW; DISPUTE RESOLUTION

13.1 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.

13.2 Dispute Resolution. The parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration before a single arbitrator in accordance with the rules mutually agreed upon by the parties; judgment on the arbitration award may be entered in any court of competent jurisdiction.

14. MISCELLANEOUS

14.1 Independent Contractor. Subconsultant is an independent contractor and not an employee, agent or partner of Consultant. Subconsultant shall have no authority to bind Consultant or incur obligations on Consultant's behalf except as expressly authorized in writing.

14.2 Entire Agreement. This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings and communications.

14.3 Amendments and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

14.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

14.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

SIGNATURES

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