PROFESSIONAL SERVICES AGREEMENT

THIS CONTRACT SERVICES AGREEMENT (herein “Agreement”), is made and entered into this

___________ day of __________, 2012, by and between the [COMPANY], a [STATE] non-profit corporation, (herein “ATN”) and _____________________ (herein “Contractor”). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows:

SERVICES OF CONTRACTOR

1.1Scope of Services.

In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which services may be referred to herein as the “services” or “work” hereunder. As a material inducement to [COMPANY] entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

Contractor’s Proposal.

The Scope of Service shall include the Contractor’s proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

Compliance with Law.

All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of [COMPANY] and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered.

Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless [COMPANY] against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against [COMPANY] hereunder.