PROFESSIONAL SERVICES AGREEMENT
Between
Sure LAN Solutions
And
_________________________________
This Professional Services Agreement
(“Agreement”) dated as of _________________, 2004 by and between SureLAN Solutions,
a Georgia Sole Proprietorship, with his principal office at
_____________________________________________________, Atlanta, Georgia (“SureLAN”)
and _______________________________________________________with its principal
place of business at
_______________________________________________________________________ (“Consultant”)
W I T N E S S E T H
WHEREAS, Canalis is in the business
of advising start-up and ongoing business concerns; and
WHEREAS, Consultant is a [insert professional field. i.e. accounting] professional who is
willing to provide ________ services to Canalis’ clients on a contract bases; and
WHEREAS, Canalis desires to retain the services
of Consultant as described herein.
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the parties hereby agree as follows:
1. SUBJECT MATTER OF THIS AGREEMENT
a) Subject to the terms and conditions set forth in
this Agreement, Consultant agrees to provide ________ services to clients of
Canalis, on a contractual basis, as such services are deemed necessary by
Canalis. Such services may include, but
shall not be limited to the following:
i) Review of
and/or assistance with client’s business plans.
ii) Providing professional advice with regard to
the client’s business needs.
iii) Assisting with the establishment of the client’s
business.
iv) Perform such other services, as requested by Canalis, as are
within Consultant’s capabilities.
b) Consultant shall perform all of its duties in a
professional manner, applying the most recent information and industry
practices in each instance. All contact with clients shall be initiated through
Canalis.
c) The parties hereto confirm and acknowledge
that Consultant is an independent contractor and not an employee of Canalis.
All personnel utilized by Consultant in furnishing the services shall be
employees of Consultant and under no circumstances shall be deemed employees of
Canalis. Consultant shall be fully
responsible for all acts and omissions of such personnel and shall defend,
indemnify and hold harmless Canalis from any damage, claim or liability of any
kind resulting from such acts or omissions.
Consultant shall bear sole responsibility for payment of compensation to
its personnel. Consultant shall withhold
(if applicable), pay and report, for all personnel assigned to work on projects
under this Agreement, federal, state and local income tax withholding, social
security taxes, employment head taxes, and unemployment insurance applicable to
such personnel as employees of Consultant.
Consultant shall bear sole responsibility for any health or disability
benefit, retirement benefits, or welfare, pension or other benefits (if any) to
which such personnel may be entitled.
Consultant agrees to defend, indemnify, and hold harmless Canalis,
Canalis’ officers, directors, employees and agents, any benefit plan sponsored
by Canalis, and any fiduciaries or administrators of any such benefit plans,
from and against any claims, liabilities, or expenses relating to any claim by
Consultant's personnel for compensation, tax, insurance, or benefits from
Canalis or any benefit plan sponsored by Canalis.
2. TERM AND TERMINATION
a) This Agreement shall become effective on the date
first written above and, unless terminated earlier in accordance with the
provisions hereof, shall remain in full force and effect for a period of one
(1) year from such date (the “Term”) and shall not renew except by mutual
agreement of the parties.
b) Either party
hereto may terminate this Agreement upon the provision of notice to the other
party upon no less than thirty (30) days prior written notice to the other
party.
3. CHARGES AND PAYMENT
a) In consideration of the services to be
provided by Consultant hereunder, Consultant will charge Canalis and Canalis
agrees to pay to Consultant the following fee.
All payments due under this Agreement shall be made in United States
Dollars.
[NEED TO
INSERT THE FEE STRUCTURE HERE AND HOW YOU WANT TO HANDLE THE CONSULTANT’S
EXPENSES]
b) Canalis shall make all payments due hereunder
within thirty (30) days of the receipt of an invoice from Consultant. [YOU WILL
ALSO NEED TO CONSIDER THIS]
4. LIMITATION OF LIABILITY AND INDEMNITY & INSURANCE
a) To
the fullest extent permitted by law, Consultant shall indemnify, defend and
hold harmless Canalis from and against any and all claims, damages, losses,
liabilities, judgments, costs, fines and expenses of any kind or nature
whatsoever, including but not limited to interest, court costs and attorney's
fees, which in any way arise out of or result from Consultant’s performance or
nonperformance pursuant to this Agreement. However, nothing contained herein
shall be construed as an indemnity by Consultant against any loss, liability or
claim to the extent arising from the gross negligence or willful misconduct of
Canalis. In no event shall either party
be liable to the other for any indirect, special or consequential damages,
including lost revenues or profits arising out of or in connection with such parties
performance or nonperformance under this Agreement. The indemnification
obligations of this section shall survive termination or expiration of this
Agreement.
b)
Consultant shall at all times during the Term of this Agreement carry and
maintain, at Consultant’s sole cost and expense, professional liability
insurance from a reputable insurer, in an amount no less than One Million
Dollars ($1,000,000.00).
5. EXCUSABLE DELAY
Neither party shall be liable
to the other or to any other party for, nor be deemed to be in default of this
Agreement because of any failure or delay in its performance due under this
Agreement for any cause beyond its reasonable control.
6. GENERAL
6.1 Neither
party may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other party.
6.2 This
Agreement represents the entire understanding of the parties as to its subject
matter, and its terms may not be modified or amended other than by a writing of
even or subsequent date executed for both parties by their duly authorized
representatives.
6.3 Neither
an express waiver nor a failure by either party to demand performance of any
provision of this Agreement will constitute a waiver of such provision at any
time in the future or a waiver of any other provision.
6.4 Any
provision of this Agreement which may be determined by competent authority to
be prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.
6.5 This
Agreement shall be governed by and construed in accordance with the laws of the
state of Georgia, regardless of its conflicts of laws rules.
6.6 This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
No third party is intended to benefit from, nor may any third party seek
to enforce, any of the provisions of this Agreement.
6.7 This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute a single
enforceable agreement.
7. NOTICES
Notices required by this Agreement will be deemed
sufficient when received, if given in writing by personal delivery, by
certified mail, or by electronic transmission or by fax addressed to the
parties at the address specified in the opening paragraph, or any other address
a party hereto may provide.
REMAINDER OF PAGE INTENTIONALLY BLANK
IN
WITNESS WHEREOF, the parties have duly executed this Agreement, as of the date
first written above in the first paragraph.
By: By: ________________________
SureLAN Solutions [company/person
name]