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General Contract for Professional Services

AGREEMENT made this __________________ day of ______, 20______, between

__________________ [name of client], __________________ [status and capacity, e.g., a

_______________ [state] corporation qualified to do business in _______________ [state] or

Executor of the Estate of John Doe, Deceased], of __________________ [address], hereinafterreferred to as the Client[or other appropriate designation], and __________________ [name

of professional person or firm], __________________ [status] of __________________

[address], hereinafter referred to as the Professional[or other appropriate designation];

Recitals

__________________ [State briefly and concisely any background information giving

rise to the agreement, including the desire of the parties to enter into the agreement, e.g., as

follows:

The Client is engaged in the business of __________________ and has its principal place

of business at __________________.

The Client is currently engaged in the ________________ project and desires to engage

the services of the Professional to assist in the project and to render services on the terms and

conditions provided in this agreement.

The Professional is a __________________ duly licensed to practice in the State of

__________________ and desires to render professional services for the Client as provided

herein].

THEREFORE,the Client engages the services of the Professional, and in consideration

of the mutual promises contained in this contract, the parties agree as follows:

Term

1. This agreement shall be for a period of __________________ [e.g., two (2) years],

commencing on __________________, 20______, and may be terminated by either party by

giving ____________ daysprior written notice to the other party at the address stated above or

at an address chosen subsequent to execution of this agreement and duly communicated to the

party giving notice. [OrThis agreement shall be effective commencing on ______, ______ and

shall continue in effect until completion of __________________ (specify case, project, or other

appropriate item) or until it has been terminated by either party by giving ____________ days

prior written notice to the other party at the address stated above or at an address chosen

subsequent to execution of this agreement and duly communicated to the party giving notice.]

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Services

2. __________________ [Set forth in as much detail as necessary the nature and extent

of services to be rendered by the professional person or firm].

Use of Agents or Assistants

3. To the extent reasonably necessary to enable the Professional to perform the duties

under this contract, the Professional is authorized to engage the services of any agents or

assistants that the Professional may deem proper and further to employ, engage, or retain the

services of other persons or corporations to aid or assist the Professional in the proper

performance of the duties. The cost of the services of these agents or assistants will be

__________________ [specify, e.g.,chargeable directly to the Client, and any expenses incurred

by the Professional in engaging any agents or assistants shall be reimbursed by the Client on the

presentation of a statement of the amount of these expenses orborne by the Professional].

Facili ties, Supplies, and Equipment

4. __________________ [This provision should set forth which party is to furnish the

facilities, supplies, and equipment that may be required to perform the services under the

agreement and the nature and extent of the facilities, supplies, or equipment].

Fee

5. For services to be rendered under this agreement, the Professional shall be entitled to a

fee of $____________, payable as follows: __________________ [e.g., $____________ as a

retainer fee on commencement of this agreement and the balance at the rate of $____________

per month on the first day of each month following the commencement of this agreement]. In

addition, the Professional shall be entitled to reimbursement for expenses incurred pursuant to

Paragraph 3 of this agreement, payable on presentation of a statement of the amount of expenses

to the Client. Should the Client require additional services not included in this agreement

__________________ [e.g., the Professional shall receive a fee of $____________ per____________ (hour ordiem) for additional services orthe fee for any additional services shall

be negotiated and paid separately].

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Devotion of Time

6. The Professional shall devote __________________ [e.g.,time to the performance of

the duties under this agreement as is reasonably necessary for a satisfactory performance or aminimum of ____________ hours per week to the performance of the duties under this

agreement]. Should the Client require additional services not included in this agreement, the

Professional shall make a reasonable effort to perform these additional services without

decreasing the effectiveness of the performance of the duties required by this agreement.

Insurance

7. The Professional shall be an independent contractor and not an employee of the Client

under this agreement and shall maintain a policy of liability insurance in the minimum amount of$____________ to cover any claims arising out of the performance of the services under this

agreement and shall further indemnify, save harmless, and defend the Client from any claims

arising from any act or omission of the Professional or the Professionals agents.

Enti re Agreement

8. This agreement supersedes any and all other agreements, either oral or in writing,

between the parties to this agreement with respect to its subject matter, and no other agreement,

statement, or promise relating to the subject matter of this agreement that is not contained in itshall be valid or binding. The Recitals stated at the beginning of this agreement are an integral

part of this agreement.

Assignment

9. Neither this agreement nor any duties or obligations under this agreement shall be

assignable by the Professional without the prior written consent of the Client. In the event of an

assignment by the Professional to which the Client has consented, the assignee or the assignees

legal representative shall agree in writing with the Client to personally assume, perform, and be

bound by the covenants, obligations, and agreements contained in this agreement.

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