Provider Services Agreement Form

Provider Services Agreement

This Provider Services Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between Provider Name: , an entity organized as Individual Corporation LLC Partnership, with principal place of business at (Provider), and Client Name: , with principal place of business at (Client).

Recitals

WHEREAS, Client desires to obtain certain professional services described herein and Provider represents that it has the necessary experience, personnel and resources to perform such services in accordance with this Agreement; and

WHEREAS, Provider agrees to provide the Services subject to the terms, conditions and limitations set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the Services and Deliverables to be provided by Provider to Client.

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

1. Definitions

1.1 "Services" means the services to be performed by Provider as set forth in Section 2 and in the Statement of Work. Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

1.2 "Deliverables" means tangible and intangible items, reports and other outputs created by Provider for Client under this Agreement and specifically identified in the Services Description field below.

2. Scope of Services

Provider shall furnish all labor, materials, equipment and supervision necessary to perform the Services described in the Services Description. Any change in the scope of Services shall require a written change order signed by authorized representatives of both parties, including any adjustments to fees or schedule.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on Effective Date: Day Month Year and shall continue until Completion Date: Day Month Year unless earlier terminated in accordance with this Section.

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

3.3 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

4. Compensation

4.1 Fees. Client shall pay Provider fees as follows: Fixed Fee $ , Hourly at $ per hour. Travel and out-of-pocket expenses will be reimbursed as set forth in Section 4.3.

4.2 Payment Terms. Unless otherwise agreed in writing, Provider shall invoice Client monthly. 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 rate permitted by law.

5. Confidentiality

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. The receiving party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

6. Intellectual Property

6.1 Pre-existing Materials. Each party retains all right, title and interest in its pre-existing materials and intellectual property. Nothing in this Agreement transfers ownership of a party's pre-existing intellectual property except as expressly set forth herein.

6.2 Deliverables. Upon full payment of all amounts due, Provider assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement, subject to Provider's ownership of Provider's tools, methodologies and general know-how used in connection with performing the Services.

7. Independent Contractor

Provider is an independent contractor and not an employee, agent or partner of Client. Provider shall be solely responsible for payroll, taxes, benefits and insurance for Provider's personnel.

8. Representations and Warranties

Each party represents that it is duly organized, has full corporate power and authority to enter into this Agreement and that this Agreement is a legal, valid and binding obligation enforceable against it in accordance with its terms. Provider further represents that Provider will perform the Services in a professional manner and that the Deliverables will not infringe the intellectual property rights of any third party.

9. Indemnification

9.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Provider's gross negligence, willful misconduct or material breach of this Agreement, including claims of infringement attributable to the Deliverables but only to the extent caused by Provider's acts.

9.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against third-party claims arising from Client's breach of this Agreement or from Client-provided materials or instructions used by Provider in performing the Services.

10. Limitation of Liability

Except for liability arising from fraud, willful misconduct, or a party's indemnification obligations, each party's aggregate liability to the other for any and all claims arising under this Agreement shall not exceed the total amounts actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for consequential, incidental, special or punitive damages.

11. Insurance

Provider shall maintain at its expense commercial general liability insurance and professional liability insurance in amounts sufficient to cover Provider's obligations hereunder. Upon reasonable request, Provider shall provide certificates evidencing such insurance.

12. Data Protection

Each party shall comply with applicable data protection and privacy laws in connection with its performance under this Agreement. If Provider will process personal data on behalf of Client, the parties shall execute appropriate data processing provisions ensuring protection of such personal data.

13. Notices

All notices and communications under this Agreement shall be in writing and delivered to the addresses below by certified mail, nationally recognized overnight courier, or personal delivery, and shall be effective upon receipt.

14. Assignment

Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to a successor by merger or sale of substantially all of its assets without such consent.

15. 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 in good faith to resolve disputes amicably. If the dispute is not resolved within thirty (30) days, either party may pursue any available remedy in the courts of that State.

16. Entire Agreement; Severability; Amendments; Waiver; Counterparts

16.1 Entire Agreement. This Agreement, including any attached Statements of Work and change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications.

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

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

16.4 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 delivered by electronic means shall be deemed original.

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