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 [COMPANY] (“the University”) and _______________________________________, with an office located at _______________________________________________________ (the “Service Provider”).

WHEREAS, the University 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 University.

THEREFORE, in consideration of the foregoing, the parties, intending to be legally bound, hereby agree to the following:

Services. The Service Provider is hereby retained by the University, 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 University.

Service Requirements. The Services delivered hereunder shall conform in all material respects to (i) the specifications set forth in Exhibit A, (ii) the [COMPANY] generally applicable Terms and Conditions, which is set forth as Exhibit B attached hereto and is incorporated herein by reference (“Terms & Conditions”), and (iii) 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 University 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.

Nature of Services.

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.”

Work Made for Hire. The Work Product shall constitute works-made-for-hire belonging exclusively to the University. To the extent that any Work Product does not constitute a work-made-for-hire owned by the University, Service Provider agrees to assign and transfer all of its right, title and interest in such Work Product to the University.