PROFESSIONAL SERVICES AGREEMENT

(Services to be performed directly for COMPANY or related to a sponsored agreement.)

(Not to be used as subcontract pursuant to a Federal CONTRACT, or for human or animal research matters or clinical trials.)

This AGREEMENT is entered into by and between [COMPANY] [COMPANY] (“COMPANY”), a not-for-profit corporation and (NAME OF COMPANY/INDIVIDUAL) (“CONTRACTOR), with its principal place of business at: (CONTRACTOR’S ADDRESS).

WHEREAS, COMPANY wishes to obtain the professional services offered by an independent contractor; and

WHEREAS, CONTRACTOR represents that s/he is an independent contractor who wishes to provide professional services to COMPANY under the terms and conditions set forth in this AGREEMENT;

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

1. SCOPE OF WORK: COMPANY retains and engages CONTRACTOR in his/her professional capacity to provide specific services for the Department of (DEPT.’S NAME) of COMPANY under funding provided by (SPONSOR NAME, IF APPLICABLE) (COMPANY Fund Number ). The work to be performed by CONTRACTOR is defined in ATTACHMENT 1 WORK STATEMENT, to this AGREEMENT. CONTRACTOR acknowledges that the services to be performed for COMPANY are those which s/he generally performs, in the independent established profession in which s/he is customarily engaged.

2. PERIOD OF PERFORMANCE: The term of this AGREEMENT will commence on (START DATE) and will expire on (END DATE), subject, however, to earlier termination as hereinafter provided.

3. COMPENSATION: Upon satisfactory completion of the services (or at other intervals set forth in ATTACHMENT 1 WORK STATEMENT), COMPANY shall compensate CONTRACTOR for services at a rate of $XXX per HOUR/DAY/MONTH for up to XX HOURS/DAYS/MONTHS with the total not to exceed $XX, in accordance with the other terms in this AGREEMENT. The compensation set forth above is exclusive of travel, lodging, or other out-of-pocket expenses incurred by CONTRACTOR in the course of performing the services pursuant to this AGREEMENT. Those costs or expenses will be reimbursed by COMPANY only when they are incurred at the request of, and approved in advance by, COMPANY.

4. NOTICE: With respect to rights and obligations of each party, notice shall be provided as follows: If to COMPANY, to the [DEPARTMENT], , [ADDRESS], , with a copy to NAME OF COMPANY PRINCIPAL INVESTIGATOR, and, if to CONTRACTOR, to (NAME AND ADDRESS OF CONTRACTOR CONTACT).