PROFESSIONAL SERVICES AGREEMENT

Effective Date: {{EFFECTIVE_DATE}} Service Provider: {{PROVIDER_NAME}}, a {{PROVIDER_ENTITY_TYPE}} ("Service Provider") Client: {{CLIENT_NAME}}, a {{CLIENT_ENTITY_TYPE}} ("Client")

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1. Scope of Services

1.1 Service Provider shall perform the professional services described in one or more Statements of Work ("SOW") entered into by the parties from time to time, each of which is hereby incorporated by reference. Each SOW shall describe the specific services, deliverables, milestones, timelines, and any applicable acceptance criteria.

1.2 Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards, using qualified personnel with the expertise appropriate to the engagement.

1.3 Service Provider may use subcontractors to perform portions of the services with Client's prior written consent, which shall not be unreasonably withheld. Service Provider shall remain responsible for any work performed by its subcontractors.

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2. Client Responsibilities

2.1 Client shall provide Service Provider with timely access to personnel, systems, information, and resources reasonably necessary for Service Provider to perform the services.

2.2 Client shall designate a primary point of contact authorized to make decisions on Client's behalf and to approve deliverables.

2.3 Client acknowledges that Service Provider's ability to perform the services depends on Client's timely cooperation. Any delay in performance caused by Client's failure to provide required cooperation or approvals shall extend delivery timelines accordingly, and Service Provider shall not be liable for such delays.

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3. Fees and Payment

3.1 Client shall pay Service Provider the fees set forth in each SOW. Unless otherwise stated in the applicable SOW, invoices shall be due and payable within {{PAYMENT_TERMS_DAYS}} days of the invoice date.

3.2 Service Provider shall invoice Client {{INVOICING_FREQUENCY}} for services performed. Client shall reimburse Service Provider for all pre-approved out-of-pocket expenses incurred in connection with the services. Service Provider shall obtain Client's prior written approval for any individual expense or category of expenses exceeding ${{EXPENSE_APPROVAL_THRESHOLD}}.

3.3 Any amounts not paid when due shall accrue interest at the rate of {{LATE_INTEREST_RATE}} per month (or the maximum rate permitted by law, if lower) from the due date until paid. Client shall reimburse Service Provider for all reasonable costs of collection, including attorneys' fees.

3.4 All fees are exclusive of applicable taxes. Client shall be responsible for all sales, use, VAT, GST, or other taxes applicable to the services, excluding taxes based on Service Provider's income.

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4. Intellectual Property

4.1 Work Product. Subject to full payment of all fees, all deliverables and work product created by Service Provider specifically for Client under this Agreement ("Work Product") shall be and remain the sole and exclusive property of Client upon delivery and acceptance. Service Provider hereby assigns to Client all right, title, and interest in and to the Work Product, including all intellectual property rights therein.

4.2 Pre-Existing IP. Notwithstanding Section 4.1, Service Provider retains all right, title, and interest in and to any tools, methodologies, frameworks, know-how, software, and other intellectual property owned or developed by Service Provider prior to or independent of this Agreement ("Pre-Existing IP"). Service Provider hereby grants Client a non-exclusive, royalty-free, perpetual license to use any Pre-Existing IP incorporated in the Work Product solely to the extent necessary to use the Work Product for its intended purpose.

4.3 License to Client Materials. Client grants Service Provider a limited, non-exclusive license to use Client's materials, data, and intellectual property solely to the extent necessary to perform the services under this Agreement.

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