Professional Supplier Services Agreement

PROFESSIONAL SUPPLIER SERVICES AGREEMENT

This Professional Supplier Services Agreement (the Agreement) is made and entered into as of Effective Date: by and between Supplier Name: , entity type: Corporation LLC Other, principal place of business at (Supplier), and Client Name: , entity type: Corporation LLC Other, principal place of business at (Client).

RECITALS

WHEREAS, Supplier is engaged in the business of providing professional services and deliverables as set forth herein and has the skill, experience and capacity to provide such services;

WHEREAS, Client desires to engage Supplier to perform the services described in this Agreement and Supplier is willing to perform such services under the terms and conditions set forth herein;

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which Supplier will supply professional services and related deliverables to Client.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope of Services. Supplier shall provide the services and deliverables described in Statement of Work attached hereto (Services). Describe the Services below or reference an attached SOW:

1.2 Performance Standard. Supplier shall perform the Services in a professional and workmanlike manner, consistent with industry standards and using personnel of competent skill and experience. Supplier shall comply with Client policies reasonably communicated in writing.

2. TERM

2.1 Term. The term of this Agreement shall commence on Commencement Date: and shall continue until Completion Date: unless earlier terminated in accordance with Section 7.

2.2 Renewal. Any renewal shall be subject to mutual written agreement of the parties executed prior to expiration.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Supplier the fees set forth below or in an attached price schedule. Unless otherwise agreed in writing, fees are exclusive of applicable taxes and reimbursable expenses.

3.2 Late Payments. Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Client shall pay reasonable costs of collection, including attorneys' fees.

4. EXPENSES

Client shall reimburse Supplier for pre-approved, reasonable, and documented out-of-pocket expenses incurred in the performance of the Services. Expense categories requiring prior approval:

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that, given the nature of the information, reasonable recipient would understand to be confidential. Each party shall hold Confidential Information of the other in strict confidence and shall not use or disclose such information except as necessary to perform under this Agreement or as required by law.

5.2 Exclusions. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, already known to receiving party prior to disclosure, rightfully received from a third party without restriction, or independently developed without reference to the disclosing party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Pre-Existing IP. Each party retains all right, title and interest in intellectual property owned or developed by that party prior to or independent of this Agreement.

6.2 Deliverables. Unless otherwise agreed in writing, Supplier hereby assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Agreement, subject to Client's timely payment. Supplier may retain copies for its records and internal business use, subject to confidentiality obligations.

7. TERMINATION

7.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date.

7.2 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure the breach within 30 days after written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Supplier. Supplier shall defend, indemnify and hold harmless Client, its officers, directors and employees from and against any third-party claims arising out of Supplier's gross negligence, willful misconduct, or material breach of this Agreement, and for infringement claims to the extent caused by Supplier's deliverables.

8.2 Indemnification by Client. Client shall defend, indemnify and hold harmless Supplier from and against claims arising out of Client's use of the deliverables in a manner not authorized by this Agreement, Client-provided materials, or Client's negligence or willful misconduct.

8.3 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct or violations of confidentiality or indemnification obligations, each party's aggregate liability shall not exceed .

9. INSURANCE

Supplier shall, at its own expense, maintain and provide evidence of insurance customary for the type of services performed, including commercial general liability and professional liability coverage with minimum limits of , and workers' compensation as required by law.

10. COMPLIANCE; SUBCONTRACTING

10.1 Compliance with Law. Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement.

10.2 Subcontracting. Supplier may engage subcontractors to perform Services provided that Supplier remains responsible for the performance of such subcontractors and obtains Client's prior written consent where Services involve access to Client Confidential Information or client facilities. Client consent (if required) shall not be unreasonably withheld.

11. RECORDS; AUDIT

Supplier shall maintain complete and accurate records relating to the performance of Services and invoices for a period of . Client shall have the right, upon reasonable notice and during normal business hours, to audit such records for the purpose of verifying charges or compliance.

12. DATA PROTECTION

To the extent Supplier processes personal data on behalf of Client, Supplier shall process such personal data only on documented instructions of Client, implement appropriate technical and organizational measures to protect personal data, and assist Client with data subject requests and security incidents in accordance with applicable law.

13. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance caused by events beyond that party's reasonable control, including acts of God, strikes, pandemics, governmental actions or shortages of materials. The affected party shall give prompt notice and use commercially reasonable efforts to resume performance.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, nationally recognized courier, or email with confirmation of receipt. Notices are effective upon receipt.

15. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver, and no single or partial exercise of any right shall preclude any other exercise of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. ASSIGNMENT

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor in connection with a merger or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

17. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within 30 days, the parties agree to submit to binding arbitration in the agreed jurisdiction, except that either party may seek injunctive relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property rights.

18. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any Statements of Work and exhibits expressly incorporated, 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. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, 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 intent of the invalid provision.

19. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. If any party fails to require strict performance of any provision of this Agreement, that failure shall not waive the right to require such performance in the future. Each party represents that it has the authority to enter into this Agreement and to perform its obligations hereunder.

Sign Now