Professional Services Agreement

PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [COMPANY NAME] (the “Company”), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

AND: [SERVICE PROVIDER NAME] (the “Service Provider”), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

Collectively, the Company and the Service Provider shall be referred to as the “Parties.”

WHEREAS, the Company has a requirement of [SPECIFY SERVICES];

WHEREAS, the Service Provider has the professional skills and has expressed interest in performing such services for the Company;

WHEREAS, the Parties wish to set forth the terms and conditions upon which such services will be provided to the Company by the Service Provider;

NOW, THEREFORE, the Parties agree as follows:

ENGAGEMENT

FOR PROFESSIONAL SERVICES

The

Company

hereby engages the services of

the

Service Provider

, and

the

Service Provider

agrees to provide the

professional

services described further herein.

The

Service Provider

shall provide [

SPECIFY

THE PROFESSIONAL

SERVICES] to the

Company

attached

hereinafter as Exhibit A.

FEES

For services performed during the Term, the

Company

will pay

the

Service Provider

at the rate of

[

SPECIFY

RATE]

per [HOUR/DAY/MONTH].

TERM

The

Agreement

shall begin as of the date of this

Agreement

and shall be in effect until terminated by mutual consent

expressed in writing signed by both

arties.

NO SUB-

CONTRACT

ING

The

Service Provider

is being engaged to perform services within his asserted areas of professional

expertise and

shall not delegate or sub

-contract

any portion of the services to be performed hereunder

INDEPENDENT

CONTRAC

OR RELATIONSHIP

No Employment Relationship.

The

Company

and

the

Service Provider

each expressly agree and understand that they are creating an independent

ontrac

or relationship, and that

the

Service Provider

shall not be considered an employee of the

Company

for any purpose.

The

Service Provider

is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the

Company

to its employees.

The

Service Provider

is exclusively responsible for all

taxes and

any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the services hereunder.

xclusivity of Services Other Than to Competitors.

This

Agreement

shall not

restrict

the

Service Provider

from performing services for other

ompan

ies

lient

s or businesses

provided, however, that during the Term of this

Agreement

, the

Service Provider

shall not apply, bid, or

contract

for

or undertake any employment, independent

ontract

work, or consulting work with any competitor of

the

Company

. The determination of which businesses constitute “competitors” of

the

Company

shall be solely within the exclusive discretion of the

Company

Performance of Services for Competitors.

The

Service Provider

will notify the

Company

immediately if, during the Term, he engages, or proposes to engage in the performance of services for any competitor of

the

Company

, or any vendor to or customer of the

Company

. If

the

Service Provider

performs services, whether as an employee or an independent

ontract

, for a competitor of

the

Company

during the Term of this

Agreement

the

Company

may terminate this

Agreement

immediately and without further obligation. Additionally, to avoid the appearance or existence of a conflict of interest during the Term,

the

Service Provider

must fully disclose in advance to

the

Company

the terms of any proposed or actual services for a vendor or customer of

the

Company

, and

the

Company

shall have the right in its sole discretion to disapprove the transaction on conflict of interest grounds, or alternatively

to terminate this

Agreement

immediately and without further obligation to

the

Service Provider

DUTIES OF THE SERVICE PROVIDER

The Service Provider shall provide the services diligently and as per industry standards

The Service Provider shall not provide misleading information about the

Company

or its services to any third

party

The Service Provider shall follow the terms of the Agreement in good faith.

The Service Provider shall for the

erm of the Agreement work exclusively with the

Company

and not work with any other similar and competing

ompany

whether paid or free

to provide the services.

The Service Provider shall provide the services for a period of

at least

[

NUMBER

OF YEARS]

year

The Service Provider shall conduct itself in a professional manner while performing the

ervices for the

Company

The Service Provider shall follow diligently the code of conduct established by the

Company

for Service Providers while offering the services to the

Company

SOLICITATION

The

Service Provider

agrees to refrain from any solicitation or recruitment (directly

or indirectly) of any of

Company

’s employees during the

erm of this

Agreement

and for a period after the expiration or termination of this

Agreement

equal in duration to the duration of this

Agreement

. General solicitatio

n, not directed at

the

Company

’s employees, will not constitute a violation of this

ection.

LANG

UAGE

OF THE

AGREEMENT

The language of the

Agreement

shall be

the

English Language, which shall be

the

binding and controlling language for all matters relating to the meaning or interpretation of the

Agreement

CONFIDENTIAL INFORMATION AND NON-DISCLOSURE

Confidential Information Defined. As used herein, the term “Confidential Information” shall mean and include, without limitation, any and all trade secrets, secret processes, marketing data, marketing plans, marketing strategies, customer names and addresses, prospective custome

r lists, data concerning

the

Company

’s products and methods, computer software, files and documents, and any other information of a similar nature disclosed to

the

Service Provider

or otherwise made known to him as a consequence of or through his relationship with the

Company

Confidential Information Belongs to

the

Company

. All notes, data reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to

the

Company

, and

the

Service Provider

agrees to return the originals and all copies of such materials in his possession, custody or control to the

Company

upon request or upon termination or expiration of the Term of this

Agreement

Confidentiality Obligation.

The

Service Provider

agrees during the Term of this

Agreement

and thereafter to hold in confidence and not to directly or indirectly reveal, report, publish, disclose or transfer any of the Confidential Information to any other person or entity, or utilize any of the Confidential Information for any purpose, except in the course of services performed under this

Agreement

Injunctive Relief in Event of Breach. Because of the unique nature of the Confidential Information, the undersigned understands and agrees that

the

Company

will suffer irreparable harm in the event that

the

Service Provider

fails to comply with any of his obligations under this

ection

and that monetary damages will be inadequate to compensate

the

Company

for such breach. Accordingly

, the

Service Provider

agrees that

the

Company

will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this

ection.

SEVERABILITY

If any term, covenant, condition or provision of this

Agreement

is held by a court of competent jurisdiction to be invalid, void or u

nenforceable, it is the

Parties

’

intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable

and the remainder of the provisions of this

Agreement

shall in no way be affected, impaired or invalidated as a result.

REPRESENTATION AND WARRANTIES

The

Service Provider

hereby represents and warrants that, as of the date hereof and continuing throughout the

erm of this

Agreement

, he is not and will not be in any way restricted or prohibited,

contractually

or otherwise, from entering into this

Agreement

or performing the services contemplated hereunder.

MODIFICATIONS

Except where provision for modification is made elsewhere in this

Agreement

all articles of this

Agreement

may be modified

through amendments to the

Agreement

NOTICES

Any notices or delivery required here shall be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post,

postage prepaid, to the

Parties

at the addresses contained in this

Agreement

or as the

Parties

may later designate in writing at the

address provided by the

Parties

FORCE MAJEURE

For purposes of this

ection, "force majeure" means an event beyond the control of either

Party

, which by its nature could not have been foreseen by such

arty

, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and failure of energy sources.

either

arty

shall be under any liability for failure to fulfill any obligation under this

Agreement

, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure

provided that such

arty

shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder.

TERMINATION

The

Termination. The present

Agreement

shall be automatically terminated at the expiration of the period

the present

Agreement

unless the

Agreement

is renewed at the end of the mentioned

erm.

However, both the

Parties

shall have the right to terminate the present

Agreement

by providing each other with a prior written notice of 30 days.

GOVERNING LAW AND JURISDICTION

This

Agreement

shall be construed and enforced in accordance with the laws of

[STATE/PROVINCE].

The

Parties

submit to the jurisdiction of the courts of

[STATE/PROVINCE]

for the enforcement of this

Agreement

or any arbitration award or decision arising from this

Agreement

MEDIATION AND ARBITRATION

In the event a dispute arises out of or in connection w

ith this

Agreement

, the

Parties

shall attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a period of [

NUMBER OF

DAYS] days

then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of

[STATE/PROVINCE]

The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within

[STATE/PROVINCE].

INDEMNIFICATION

Parties

shall be indemnified and held harmless by

the

other

arty

from and against any and all claims of any nature wh

atsoever, arising out of

the

other

Party

performance.

Party

shall not be entitled to indemnification under this section for liability arising out of gross negligence or

wilful

misconduct of the

Party

or the breach by the

Party

of any provisions of this

Agreement

ENTIRE AGREEMENT

This

Agreement

contains the entir

Agreement

between the

Parties

. All negotiations and understandings have been included in this

Agreement

. Statements or representations which m

ay have been made by any

arty

to this

Agreement

in the negotiation stages of this

Agreement

may in some way be inconsistent with this final written

Agreement

. All such statements are declared to be of no value in this

Agreement

. Only the written terms of this

Agreement

shall bind the

Parties

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

COMPANY SERVICE PROVIDER

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

EXHIBIT A

PROFESSIONAL SERVICES

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