Professional Technology Services Contract

PROFESSIONAL TECHNOLOGY SERVICES CONTRACT

This Professional Technology Services Contract ("Agreement") is entered into as of Effective Date: by and between Service Provider: , a business organized as Corporation LLC Other , with principal place of business at ; and Client: , with principal place of business at .

RECITALS

WHEREAS, Service Provider has expertise in technology consulting, software development, systems integration and related professional services and possesses personnel and resources necessary to perform technology services;

WHEREAS, Client desires to engage Service Provider to provide certain technology services and deliverables as set forth in this Agreement, and Service Provider desires to provide such services under the terms and conditions set forth herein;

WHEREAS, the parties intend that the services be provided pursuant to the terms of this Agreement, including provisions addressing scope, fees, intellectual property, confidentiality and allocation of risks.

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

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

"Services" means the professional technology services described in Section 2 and the Statement(s) of Work attached or incorporated pursuant to this Agreement. "Deliverables" means tangible or electronic work product produced by Service Provider for Client under a Statement of Work. "Confidential Information" has the meaning set forth in Section 8.

2. SCOPE OF SERVICES

Service Provider shall provide the Services described in the Statement(s) of Work executed by the parties. Each Statement of Work shall reference this Agreement and include a description of tasks, Deliverables, schedule, acceptance criteria and fees. The initial summary of scope is set forth below.

3. DELIVERABLES AND ACCEPTANCE

Service Provider shall deliver Deliverables in accordance with the schedule in the applicable Statement of Work. Client shall have a period of following delivery to inspect and either accept or provide written notice of defects. Acceptance shall occur upon written confirmation or upon expiration of the inspection period without notice of defects.

4. FEES, EXPENSES AND PAYMENT

Client shall pay Service Provider the fees set forth in the applicable Statement of Work. Unless otherwise stated, fees are payable in U.S. dollars as follows:

Fixed fee: Total Amount

Time & Materials: Hourly Rate ; Billing Cycle

Unless otherwise agreed, invoices are due and payable within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Client shall reimburse reasonable preapproved out-of-pocket expenses.

5. CHANGE ORDERS

Any change to the Services, schedule, fees or Deliverables shall be authorized in a written change order signed by both parties. A change order shall specify changed work, impact on schedule and any fee adjustment.

6. TERM; TERMINATION

This Agreement commences on the Effective Date and shall continue until the completion of the Services unless earlier terminated as provided herein. Either party may terminate this Agreement for material breach if such breach remains uncured for days after written notice. Either party may terminate for convenience upon days' prior written notice.

Upon termination, Client shall pay Service Provider for Services performed and Deliverables accepted through the effective date of termination and for any non-cancelable obligations incurred.

7. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"), except as required by law or as necessary to perform the Services. Confidential Information includes non-public business, technical, financial and security information. The Receiving Party shall use no less than reasonable care to protect Confidential Information and shall limit access to those employees, contractors and agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those in this Agreement.

8. INTELLECTUAL PROPERTY

Except as expressly provided in this Agreement, each party retains all right, title and interest in its pre-existing intellectual property ("Pre-Existing IP"). Service Provider hereby grants Client a non-exclusive, perpetual license to use any Pre-Existing IP incorporated in the Deliverables solely to the extent necessary to use the Deliverables. Unless otherwise agreed in a Statement of Work, upon full payment of fees, Service Provider assigns to Client all right, title and interest in and to the Deliverables created exclusively for Client under this Agreement. Notwithstanding anything to the contrary, Service Provider retains the right to use general skills, know-how and experience acquired during performance.

9. WARRANTIES; DISCLAIMER

Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. For a period of days after acceptance, Service Provider will remedy material defects at no additional charge. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY; INDEMNIFICATION

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Service Provider shall indemnify and defend Client against third party claims alleging that Deliverables infringe a third party's intellectual property rights, provided that Client gives prompt written notice, permits Service Provider to control the defense and cooperates in the defense. Client shall indemnify Service Provider for Client's use of the Deliverables in breach of this Agreement or for Client-provided materials.

11. INSURANCE

Service Provider shall maintain insurance coverages customary for the services performed, including commercial general liability, professional liability/errors & omissions and workers' compensation where applicable. Upon request, Service Provider shall provide certificates evidencing such coverage.

12. SUBCONTRACTING; ASSIGNMENT

Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for performance and compliance with this Agreement. Client may not assign this Agreement without Service Provider's prior written consent, except to a successor in interest by merger or sale of substantially all assets.

13. DATA PROTECTION AND SECURITY

Each party shall comply with applicable data protection laws with respect to personal data processed in connection with this Agreement. Service Provider shall implement reasonable administrative, technical and physical safeguards appropriate to the risks. Any security incident affecting Client data shall be reported promptly to Client with details and remediation measures.

14. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the contacts below by hand, overnight courier, certified mail (return receipt requested) or email with confirmation of receipt. Notice is effective upon receipt.

15. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure to enforce any right shall not constitute a waiver. 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. GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt to resolve disputes promptly through good faith negotiation. If unresolved within thirty (30) days, disputes shall be resolved by the mutually agreed dispute resolution procedure set forth in the applicable Statement of Work or, absent such agreement, by the courts of the governing state.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all executed Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. SURVIVAL

The provisions of Sections 7 (Confidentiality), 8 (Intellectual Property), 9 (Warranties; Disclaimer), 10 (Limitation of Liability; Indemnification), 14 (Notices), 16 (Governing Law) and 17 (Entire Agreement; Severability) shall survive termination or expiration of this Agreement.

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