Professional Technology Services Agreement

PROFESSIONAL TECHNOLOGY SERVICES AGREEMENT

This Professional Technology Services Agreement (the "Agreement") is made and entered into as of by and between Client Name: , with principal place of business at , and Service Provider Name: , with principal place of business at . Client and Service Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Service Provider has expertise in providing technology services, software development, systems integration and related consulting services; and

WHEREAS, Client desires to retain Service Provider to perform certain services as set forth in this Agreement and Service Provider is willing to perform such services under the terms and conditions contained herein; and

WHEREAS, the Parties intend to establish the terms governing the performance, delivery, acceptance, ownership and payment for the Services and Deliverables specified herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall provide the services and deliverables described in the Statement of Work attached hereto or described below (the "Services" and "Deliverables"). The Parties acknowledge that the scope is subject to modification by written Change Order under Section 4.

2. TERM

2.1 Term. The term of this Agreement shall commence on and, unless earlier terminated in accordance with Section 11, shall continue until or completion of the Services.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth in the applicable Statement of Work or as follows: Rate: per hour; Fixed Fee (if applicable): $.

3.2 Payment Terms. Unless otherwise stated, Service Provider shall invoice monthly. Client shall pay undisputed invoices within days of receipt. Late amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. CHANGE ORDERS

4.1 Any change to the scope, schedule, price or other material term shall be implemented only by a written Change Order signed by authorized representatives of both Parties. Change Orders shall set forth the change, any adjustment to fees and schedule, and shall be incorporated into this Agreement.

5. INTELLECTUAL PROPERTY

5.1 Ownership of Deliverables. Subject to Client's payment in full for Deliverables, Service Provider hereby assigns to Client all right, title and interest in and to the Deliverables created exclusively for Client under this Agreement. Notwithstanding the foregoing, Service Provider retains ownership of its pre-existing intellectual property and tools, including methodologies, templates, software frameworks and know-how ("Service Provider Background Technology"), and grants Client a nonexclusive, nontransferable license to use such Background Technology only as incorporated in the Deliverables.

5.2 Third-Party Components. Deliverables may include third-party software or open source components. Service Provider shall identify such components in the applicable Statement of Work and shall comply with applicable license terms.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is designated confidential or that a reasonable person would understand to be confidential under the circumstances, including business plans, technical designs and client data.

6.2 Obligations. Each Party shall protect Confidential Information of the other Party with at least the same degree of care it uses to protect its own confidential information, shall use Confidential Information only to perform its obligations under this Agreement, and shall not disclose Confidential Information except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

7. WARRANTIES; DISCLAIMER

7.1 Mutual Warranties. Each Party represents that it has the right and authority to enter into this Agreement. Service Provider warrants that Services will be performed with reasonable skill and care in accordance with generally accepted industry standards.

7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider Indemnity. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and agents from and against any losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Deliverables infringe a copyright, patent or other proprietary right, provided Client gives prompt written notice and cooperates in the defense.

8.2 Client Indemnity. Client shall indemnify and hold Service Provider harmless from claims arising from Client's use of the Deliverables in a manner not authorized by this Agreement or from Client-provided materials.

9. LIMITATION OF LIABILITY

Except for a Party's indemnification obligations or a Party's willful misconduct or gross negligence, neither Party shall be liable to the other for special, incidental, consequential or punitive damages. The aggregate liability of either Party for any claim arising out of or relating to this Agreement shall not exceed $ or the fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim, whichever is less.

10. INSURANCE

Service Provider shall maintain commercial general liability and professional liability insurance with limits of not less than $ per occurrence or as otherwise agreed in writing. Upon request, Service Provider shall provide certificates evidencing such insurance.

11. TERMINATION

11.1 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach.

11.2 Termination for Convenience. Either Party may terminate this Agreement without cause upon days' prior written notice. Upon termination, Client shall pay Service Provider for all Services performed and reasonable expenses accrued through the effective date of termination.

12. NOTICES

13. AMENDMENTS; WAIVER

13.1 Amendment. No amendment or modification of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties.

13.2 Waiver. Failure or delay by either Party to exercise any right shall not constitute a waiver of that right unless such waiver is in writing and signed by the waiving Party.

14. GOVERNING LAW; DISPUTES

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The Parties will attempt in good faith to resolve disputes promptly through negotiation. If unresolved, disputes shall be resolved by binding arbitration or litigation as selected by the Parties in writing.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

15.1 Entire Agreement. This Agreement, including all Statements of Work and Change Orders, constitutes the entire agreement and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to the subject matter hereof.

15.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

15.3 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and signed counterparts delivered by electronic means (including scanned PDF or electronic signature) shall be deemed originals.

MISCELLANEOUS

The Parties acknowledge that they have read and understand this Agreement, and that each Party has had the opportunity to consult legal counsel prior to executing this Agreement.

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