Skilled Professional Services Agreement

Skilled Professional Services Agreement

This Skilled Professional Services Agreement ("Agreement") is entered into as of , by and between Client Name: with principal address at , and Professional Name: with principal address at .

RECITALS

WHEREAS, Client desires to engage Professional to perform certain skilled professional services requiring specific expertise and experience; and

WHEREAS, Professional represents that Professional possesses the qualifications, skills, and capacity to perform the services described in this Agreement and is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision and compensation of such services.

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

1. SCOPE OF SERVICES

1.1 Services. Professional shall perform the services described in the scope below (the "Services") in a professional and workmanlike manner consistent with industry standards.

2. TERM

2.1 Term. The Services will commence on , and continue until completion of the Services or until terminated in accordance with this Agreement.

2.2 Renewal. Any extension or renewal of the Term must be agreed in writing by both parties.

3. COMPENSATION

3.1 Fees. Client shall pay Professional for Services as set forth below. Select the applicable fee arrangement and complete the corresponding fields.

Fixed Fee — Amount: $

Hourly Rate — $ per hour. Estimate of total hours:

3.2 Payment Terms. Invoices are due within days of receipt, unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

3.3 Expenses. Client shall reimburse reasonable and documented out-of-pocket expenses incurred by Professional in connection with the Services if pre-approved in writing. Expense reimbursement is subject to a cap of $ and shall be billed with reasonable supporting documentation.

4. INVOICING

4.1 Invoice Content. All invoices shall describe the Services performed, dates of performance, hours (if applicable), and itemized expenses. Payment shall be made to the payee designated on the invoice.

5. CONFIDENTIALITY

5.1 Confidential Information. Each party may disclose Confidential Information to the other. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential.

5.2 Obligations. Receiving party shall: (a) use Confidential Information solely for performance under 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 reasonable care; and (c) not disclose Confidential Information except to employees, contractors or advisors who need to know and are bound by confidentiality obligations no less protective than those herein.

5.3 Exceptions. Confidential Information does not include information that is or becomes publicly known through no breach, is rightfully received from a third party, independently developed, or required to be disclosed by law (with notice to allow the disclosing party to seek a protective order).

6. INDEPENDENT CONTRACTOR

6.1 Relationship. Professional is an independent contractor and not an employee, agent, or partner of Client. Professional shall have sole responsibility for withholding and payment of all federal, state and local taxes arising from compensation paid hereunder and for compliance with all employment laws applicable to its personnel.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Unless otherwise agreed in writing, Professional hereby assigns to Client all right, title and interest in and to any deliverables and related work product created specifically for Client under this Agreement, subject to any third-party materials or pre-existing Professional materials identified in writing.

7.2 License. To the extent Professional retains pre-existing or third-party intellectual property, Professional grants Client a non-exclusive, non-transferable license to use such materials solely as incorporated in the deliverables for Client’s internal business purposes.

8. WARRANTIES; LIMITATION OF LIABILITY

8.1 Warranties. Professional warrants that the Services will be provided in a competent and professional manner and in accordance with applicable law. Except as expressly set forth herein, Professional disclaims all other warranties, express or implied.

8.2 Limitation of Liability. Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or intellectual property obligations, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages. The aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Professional under this Agreement during the twelve (12) months preceding the claim.

9. INDEMNIFICATION

9.1 Professional shall indemnify, defend and hold Client harmless from and against third-party claims arising from Professional's breach of this Agreement, negligence, or willful misconduct. Client shall indemnify, defend and hold Professional harmless from and against third-party claims arising from Client's breach of this Agreement or misuse of the deliverables.

10. INSURANCE

10.1 Professional shall maintain, at its expense, insurance coverages customary for the services performed, including commercial general liability and professional liability/errors & omissions coverage. Minimum limits:

11. TERMINATION

11.1 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after written notice.

11.2 Termination for Convenience. Client may terminate for convenience upon days' prior written notice to Professional. Upon termination, Client will pay Professional for Services performed and reasonable expenses incurred through the effective date of termination.

12. NOTICES

12.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may designate in writing.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may only be amended by a written instrument signed by both parties.

13.2 Waiver. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver. A waiver of any term or condition shall not be construed as a waiver of any subsequent breach.

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

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State specified below without regard to conflict of law principles.

14.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior or contemporaneous oral or written agreements, understandings or representations.

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

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