Fillable PROFESSIONAL SERVICES AGREEMENT

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PROFESSIONAL SERVICES AGREEMENT

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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (this “Agreement”) is made and entered into as of the ____ day
of ____________________, 20____ (the “Effective Date”), by and between ____________________ (“the
Client”) and _______________________________________, with an office located at
_______________________________________________________ (the “Service Provider”).
WHEREAS, the Client wishes to obtain the professional services of the Service Provider; and,
WHEREAS, the Service Provider has the knowledge, skill and capability to perform such services for
the Client.
THEREFORE, in consideration of the foregoing, the parties, intending to be legally bound, hereby
agree to the following:
1. Services. The Service Provider is hereby retained by the Client, and Service Provider agrees to provide
the services set forth on Exhibit A attached hereto and incorporated herein by this reference (the
“Services”). Services shall be performed in accordance with the timeline set forth in Exhibit A, or any
supplemental schedule prepared by the Service Provider and agreed to in writing by an authorized
representative of the Client.
2. Service Requirements. The Services delivered hereunder shall conform in all material respects to the
specifications set forth in Exhibit A and any other requirements agreed upon by the parties in writing.
Service Provider agrees to use sound and professional principles and practices in accordance with
normally accepted industry standards in rendering Services hereunder, and Service Provider further
agrees that performance shall reflect the best professional knowledge, skill and judgment of Service
Provider. Service Provider shall furnish competent personnel for fulfillment of its obligations. If the
Client deems Service Provider personnel unsatisfactory to perform Services due to a failure by such
personnel to comply with the terms and conditions imposed on Service Provider as set forth herein,
such personnel shall be removed immediately.
3. Nature of Services.
a. Work Product. Any and all reports, documentation, files, media and other materials created
or produced by Service Provider in connection with the Services rendered hereunder shall be
deemed “Work Product.”
b. Work Made for Hire. The Work Product shall constitute works-made-for-hire belonging
exclusively to the Client. To the extent that any Work Product does not constitute a work-
made-for-hire owned by the Client, Service Provider agrees to assign and transfer all of its
right, title and interest in such Work Product to the Client.
Modifications to Work Product. The Client retains the right to modify the Work Product or
to merge the Work Product into other documents or other materials owned or utilized by the
Client.
c. Service Provider Proprietary Material. Client does not under this Agreement acquire any
ownership rights in and/or to any software, documentation, tools, techniques, methodologies
or other material which has not or is not created as part of the Services to be rendered
hereunder which is proprietary to Service Provider (“Service Provider Proprietary Material”).
However, if Service Provider incorporates any Service Provider Proprietary Material into any
Work Product, or any of the Work Product requires Service Provider Proprietary Material in
order to operate or otherwise be use-able by the Client, Service Provider hereby grants the
Client a nonexclusive, royalty free, fully paid, perpetual, irrevocable license to use the Service
Provider Proprietary Material as part of the Work Product.
d. Third Party Proprietary Material. The Client does not under this Agreement acquire any
ownership rights in and/or to any software, documentation, tools, techniques, methodologies
or other material which is proprietary to any third party (“Third Party Proprietary Material”).
The Client shall be responsible for obtaining any necessary licenses for Third Party
Proprietary Material. Service Provider may not incorporate any Third Party Proprietary
Material into the Work Product without the prior written consent of the Client.
4. Payment. The Client agrees to pay Service Provider $_____________ for Services completed in
accordance with the terms of this Agreement. The fee shall be due and payable as specified in Exhibit
A. The fee shall be payable within thirty (30) days after receipt and approval by the Client. Except as
otherwise specified in Exhibit A, Service Provider shall not incur or charge the Client any other fees
or expenses without the prior written authorization of the Client. Performance beyond the limitations
set forth in this Agreement (either financial or time period) shall be at the sole risk and responsibility
of the Service Provider, and the Client shall not be obligated to pay for Services exceeding the funding
or contract period of this Agreement.
5. Term. The term of this Agreement shall commence on the Effective Date and shall continue until
_________________, 20____ unless this Agreement is otherwise extended or terminated in accordance
with the terms specified herein.
6. Entire Agreement. This Agreement, including the exhibits hereto, represents the entire agreement
between the parties hereto and supersedes all prior and contemporaneous written or oral agreements
and all other communications between the parties relating to the Services to be rendered hereunder.
Any additions, deletions or modifications shall not be binding on either party unless accepted and
approved in writing by duly authorized representatives of both parties. In the event of any
contradictory provisions between this Agreement and the terms of any Exhibits, attachments or
schedules hereto or any purchase order or other documents issued by the Client or Service Provider in
connection herewith, the terms set forth in the body of this Agreement shall prevail.
7. Counterparts. This Agreement may be executed in one or more counterparts, each of which will
be deemed to be an original, and such counterparts will together constitute the same instrument.
8. Severability. The provisions of this Agreement shall be deemed severable, and if any portion shall
be held invalid, illegal or unenforceable for any reason, the remainder of this Agreement shall be
effective and binding upon the parties, unless to do so would clearly violate the present legal and
valid intention of the parties hereto.
9. Remedies. Pursuit by either party of any remedies described herein, or otherwise available at law or in
equity, shall not preclude pursuit by that party of any other remedy or remedies provided herein or
otherwise available at law or in equity. All remedies, rights, undertakings, obligations and agreements
shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking,
obligation or agreement of either party.
IN WITNESS WHEREOF, this Professional Services Agreement has been duly executed by the authorized
representatives of the parties hereto as of the date first set forth above.
Dated: ____________________, 20____
Dated: ____________________, 20____
CLIENT
By:
_________________________________
Name
: ______________________________
Title: _______________________________
SERVICE PROVIDER
By: _________________________________
Name: ______________________________
Title: _______________________________
Attachment(s):
Exhibit A - Services
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EXHIBIT A — SERVICES
1. Statement of Purpose
2. Scope of Services
3. Project Milestones
4. Deliverables and Acceptance Criteria
Deliverables Acceptance Criteria
5. Place of Performance
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PROFESSIONAL SERVICES AGREEMENT

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Completed 28 June 2021

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