Professional Services Agreement - DOC by bobzepfel


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									                               Professional Services Agreement
          THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered into
as of                             (the “Effective Date”), by and between
                     (the “Company”), and                       (“Consultant”).

      A. The Company desires to retain Consultant to provide certain professional services to
the Company, as specified below;

          B. Consultant desires to render such services, on the terms and conditions set forth

       Now, Therefore, in consideration of the mutual covenants contained herein, the parties
agree as follows:

1.      Services.

    1.1.     Obligation to Provide Services; Statements of Work. Consultant shall provide
consulting, advisory, development, or other services as and when requested by the Company
from time to time (collectively, the “Services”), as may be more particularly set forth in one or
more Statements of Works agreed to in writing by the parties (each, a “Statement of Work”).
Each Statement of Work shall be in substantially the same form attached hereto as Exhibit A.
The parties may agree at any time to modify a Statement of Work; provided, however, that all
such modifications must be in writing and signed by both parties. Each Statement of Work,
when signed by both parties, shall become a part of, and shall be governed by the terms and
condition of, this Agreement. If there is any inconsistency or conflict between the provisions of
the main body of this Agreement and the provisions of any Statement of Work, the provisions of
the main body of this Agreement shall be controlling and shall govern unless expressly
superseded by the provisions of such Statement of Work.

    1.2.     Company’s Rules and Policies. While at Company’s or Company’s customers’
facilities, Consultant shall observe and follow Company’s and Company’s customers’ work
rules, policies and standards as the same are communicated to Consultant from time to time,
including, without limitation, those rules, policies and standards of Company and its customers
relating to security of and access to facilities, telephone systems, electronic mail systems and
computer systems.

    1.3 Quality of Services. Consultant represents and warrants to Company that the Services
performed by Consultant hereunder will be of professional quality, consistent with generally-
accepted industry standards and expectations for work of a similar nature. Consultant shall
control the manner and means by which it performs the Services, subject to the parameters of the
applicable Statement of Work and the express provisions of this Agreement. Consultant shall
comply with all applicable laws in performing the Services.
    1.4.     Conflicts of Interest. If a conflict of interest should arise during the performance of
this Agreement, Consultant shall immediately notify Company thereof and Company shall have
the option to pursue any and all remedies, equitable, legal or otherwise, that may be available to
Company in connection therewith.

    1.5.      Independent Contractor. Consultant shall at all times be and remain an independent
contractor of Company and shall not at any time be considered an employee, representative,
agent, partner, or co-venturer. Without limiting the generality of the foregoing, Consultant shall
not be entitled to participate in or receive any benefits or rights as an employee of Consultant.
Consultant shall be solely responsible for all taxes and payments concerning its employees and
agents (including, without limitation, withholding taxes, unemployment insurance and workers
compensation insurance).

     1.6.    No Debarment. Consultant represents and warrants that, as of the Signing Date and
throughout the term of this Agreement, it (and each of its employees and agents) (a) is not
currently excluded, debarred, or otherwise ineligible to participate in any government programs;
(b) has not been convicted of a criminal offense related to the provision of healthcare items or
services but yet to be excluded, debarred, or otherwise declared ineligible to participate in any
government programs; and (c) is not under investigation or otherwise aware of any
circumstances which may result in it (or its agents, employees or any substitutes thereof
performing any duties under this Agreement) being excluded from participation in the
government programs. If, at any point during the term of this Agreement, Consultant becomes
excluded, debarred, or otherwise ineligible to participate in the government programs, or comes
under investigation or otherwise becomes aware of any circumstances which may result in it (or
its employees or agents) being excluded from participation in the government programs,
Consultant shall immediately notify Company thereof in writing.

2. Compensation. Consultant shall be paid for performance of the Services as specified in the
applicable Statement of Work. Company agrees to reimburse Consultant for all reasonable travel
and related living expenses incurred by Consultant in performing any Services at locations other
than Consultant’s home office, subject to any limitations set forth in the appl
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