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], hereinafter referred 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 ____________ 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. [Or This 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.]

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 or borne by the Professional].

Facilities, 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 or diem) for additional services or the fee for any additional services shall be negotiated and paid separately].

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 a minimum 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.

Entire 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 it shall 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 assignee s 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.

Successors and Assigns 10. Subject to the provision regarding assignment, this agreement shall be binding on the heirs, executors, administrators, legal representatives, successors, and assigns of the respective parties.

Attorneys Fees 11. If any action at law or in equity is brought to enforce or interpret the provisions of this agreement, the prevailing party shall be entitled to reasonable attorneys fees in addition to any other relief that may be available.

Governing Law 12. The validity of this agreement and of any of its terms or provisions, as well as the rights and duties of the parties to this agreement, shall be governed by the laws of the Commonwealth of ________________ [state].

Amendment 13. This agreement may be amended by the mutual agreement of the contracting parties in a writing to be attached to and incorporated into this agreement.

Legal Construction 14. In case any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision of this agreement and this agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it. Executed at __________________ [city], __________________ [state], on the day and year first written above, with intent to be legally bound.