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 __________(“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.
THEREFORE,
in consideration of the foregoing, the parties, intending to be legally bound,
hereby agree to the following:
1.
Services.
The Service Provider is hereby retained 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.
2. Service Requirements. The Services delivered
hereunder shall conform in all material respects to (i) the specifications set
forth in Exhibit A, (ii) the __________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 it 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.
3.
Nature
of Services.
a.
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.”
b.
Work
Made for Hire. The Work Product shall constitute works-made-for-hire belonging
exclusively. To the extent that any Work Product does not constitute a
work-made-for-hire owned, Service Provider agrees to assign and transfer all of
its right, title and interest in such Work Product.
Modifications
to Work Product. The retains the right to modify the Work Product or to merge
the Work Product into other documents or other materials owned or utilized.
c.
Service
Provider Proprietary Material. does not
under this Agreement acquire any ownership rights in and/or to any software,
documentation, tools, techniques, methodologies or other material which has not
or is not created as art of the Services
to be rendered hereunder which is proprietary to Service Provider(“Service
Provider
Proprietary
Material”). However, if Service Provider incorporates any Service Provider
Proprietary Material into any Work Product, or any of the Work Product requires
Service Provider Proprietary Material in order to operate or otherwise be
useable, Service Provider hereby grants a nonexclusive, royalty free, fully
paid, perpetual, irrevocable license to use the Service Provider Proprietary
Material as part of the Work Product.
d.
Third
Party Proprietary Material. The University does not under this Agreement
acquire any ownership rights in and/or to any software, documentation, tools,
techniques, methodologies or other material which is proprietary to any third
party (“Third Party Proprietary Material”). The University shall be responsible
for obtaining any necessary licenses for Third Party Proprietary Material.
Service Provider may not incorporate any Third Party Proprietary Material into
the Work Product without the prior written consent of the University.
4.
Payment. The University agrees to pay Service Provider _____________ for
Services completed in accordance with the terms of this Agreement. The fee
shall be due and payable as specified in Exhibit A. The fee shall be payable within
thirty
(30)
days after receipt and approval by the University of Service Provider’s
invoice. Except as otherwise specified in Exhibit A, Service Provider shall not
incur or charge the University any other fees or expenses without the prior
written authorization of the University. Performance beyond the limitations set
forth in this Agreement (either financial or time period) shall be at the sole
risk and responsibility of the Service Provider, and the University shall not
be obligated to pay for Services exceeding the funding or contract period of
this Agreement.
5.
Term.
The term of this Agreement shall commence on the Effective Date and shall
continue until _________________, unless this Agreement is otherwise extended
or terminated in accordance with the terms specified herein.
6.
Entire
Agreement. This Agreement, including the exhibits hereto, represents the entire
agreement between the parties hereto and supersedes all prior and
contemporaneous written or oral agreements and all other communications between
the parties relating to the Services to be rendered hereunder. Any additions,
deletions or modifications shall not be binding on either party unless accepted
and approved in writing by duly authorized representatives of both parties. In
the event of any contradictory provisions between this Agreement and the terms
of any Exhibits, attachments or schedules hereto or any purchase order or other
documents issued by the University or Service Provider in connection herewith,
the terms set forth in the body of this Agreement shall prevail.
7.
Counterparts.
This Agreement may be executed in one or more counterparts, each of which will
be deemed to be an original, and such counterparts will together constitute the
same instrument.
8.
Severability.
The provisions of this Agreement shall be deemed severable, and if any portion
shall be held invalid, illegal or unenforceable for any reason, the remainder
of this Agreement shall be effective and binding upon the parties, unless to do
so would clearly violate the present legal and valid intention of the parties
hereto.
9.
Remedies.
Pursuit by either party of any remedies described herein, or otherwise
available at law or in equity, shall not preclude pursuit by that party of any
other remedy or remedies provided herein or otherwise available at law or in
equity. All remedies, rights, undertakings, obligations and agreements shall be
cumulative and none of them shall be in limitation of any other remedy, right,
undertaking, obligation or agreement of either party.
IN WITNESS WHEREOF, this Professional Services Agreement
has been duly executed by the authorized representatives of the parties hereto
as of the date first set forth above.
Dated:
______ __, 20__ UNIVERSITY OF ROCHESTSER
By:
_________________________________
Name:
______________________________
Title:
_______________________________
Dated:
_______ __, 20__ SERVICE PROVIDER
By:
_________________________________
Name:
______________________________
Title:
_______________________________
Exhibit
A - Scope of Services
Exhibit
B – Terms & Conditions
EXHIBIT
A — SERVICES
1.
Statement
of Purpose
2.
Scope
of Services
3.
Project
Milestones
4.
Deliverables
and Acceptance Criteria
Deliverables
Acceptance Criteria
5. Place of Performance
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