Temporary Services Contract

TEMPORARY SERVICES CONTRACT

This Temporary Services Contract ("Contract") is entered into as of Effective Date: by and between Client Name: with principal address: , and Service Provider Name: with principal address: .

RECITALS

WHEREAS, Client requires temporary professional services described herein on a non-exclusive, project-by-project basis; and

WHEREAS, Service Provider represents that it has the qualifications, personnel, and resources to provide such temporary services to Client in accordance with the terms of this Contract; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of temporary services;

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall perform the temporary services described in the Scope of Services attached to this Contract or described below. Scope of Services:

1.2 Deliverables. Service Provider shall deliver all work products specified in the Scope of Services in a timely manner and in accordance with any agreed milestones.

2. TERM

2.1 Term. This Contract shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with Section 9.

2.2 Extension. The term may be extended by written agreement signed by both parties specifying any changes to compensation, scope, or schedule.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Service Provider at the rate of: per hour (or fixed fee of ).

3.2 Invoicing. Service Provider shall submit invoices monthly unless otherwise agreed. Each invoice shall itemize hours, personnel, and expenses. Payment is due within days of receipt.

3.3 Expenses. Pre-approved, reasonable out-of-pocket expenses shall be reimbursed at cost upon submission of receipts. Travel and significant third-party expenses require written prior approval.

4. INDEPENDENT CONTRACTOR; TAXES

4.1 Independent Contractor. Service Provider and its personnel shall perform services as independent contractors and not as employees, agents, or partners of Client. Service Provider shall have exclusive control over the manner and means of performing services.

4.2 Taxes. Service Provider is solely responsible for all federal, state, and local taxes, withholdings, and other statutory obligations arising from compensation paid hereunder.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential.

5.2 Obligation. Receiving party shall use Confidential Information solely to perform obligations under this Contract and shall not disclose it except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations no less protective than those herein.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Deliverables. Unless otherwise agreed in writing, Client shall own all right, title, and interest in and to deliverables created specifically for Client under this Contract, and Service Provider hereby assigns all such rights to Client upon full payment.

6.2 Pre-Existing Materials. Service Provider shall retain ownership of pre-existing intellectual property and tools used to deliver services, provided Service Provider grants Client a perpetual, non-exclusive license to use those elements to the extent incorporated in the deliverables.

7. INSURANCE; INDEMNITY

7.1 Insurance. Service Provider shall maintain general liability and, where applicable, professional liability insurance in commercially reasonable amounts and shall provide certificates upon request.

7.2 Indemnity. Service Provider shall indemnify, defend, and hold harmless Client and its officers, directors, and employees from and against any third-party claims arising out of Service Provider's negligence, willful misconduct, or material breach of this Contract, except to the extent caused by Client's gross negligence or willful misconduct.

8. BACKGROUND CHECKS; COMPLIANCE

8.1 Background Checks. Where required by law or Client policy, Service Provider shall ensure personnel assigned to perform services have cleared required background checks and shall provide evidence upon request.

8.2 Compliance with Laws. Each party shall comply with all applicable laws, rules, and regulations in performing its obligations under this Contract.

9. TERMINATION

9.1 For Convenience. Either party may terminate this Contract for convenience upon providing days' prior written notice to the other party.

9.2 For Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Contract and fails to cure within 15 days after receipt of written notice of such breach.

9.3 Effect of Termination. Upon termination, Client shall pay Service Provider for all services performed and unreimbursed expenses incurred through the effective date of termination. Service Provider shall deliver work in progress and cooperate with an orderly transition.

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations. Each party represents that it has the full right, power, and authority to enter into and perform this Contract.

10.2 Provider Warranties. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards and that it has the rights necessary to grant the licenses and assignments granted herein.

11. 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 consequential, incidental, special, or punitive damages. The parties' aggregate liability for any claim arising under this Contract shall not exceed the total fees paid by Client to Service Provider under this Contract in the preceding twelve (12) months.

12. NOTICES

All notices required or permitted under this Contract shall be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery and shall be effective upon receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this Contract shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver. This Contract may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Contract shall be governed by and construed in accordance with the laws of Governing State: , without regard to conflict of laws principles. This Contract constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

15.1 Assignment. Neither party may assign this Contract without the prior written consent of the other, except to an affiliate or successor in interest to all or substantially all of its business.

15.2 Subcontracting. Service Provider shall not subcontract material portions of the services without Client's prior written consent, which shall not be unreasonably withheld.

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