4.2. ERMUSR 06-14-2016 - Laserfiche WebLink

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PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is dated , 2015, by and between Collaborative Learning, Inc. DBA Collaboration Unlimited ("Consultant"), with offices at 12807 Aqua Valley, Helotes, Texas 78023-4127 and: ("Client"), with offices at NOW, THEREFORE, in consideration of the promises herein and for other good and valuable consideration, the parties agree as follows: 1. Services: Consultant will perform Consulting Services to be specifically authorized by Client. The Scope of Services is described in Exhibit B, which is attached to and made a part of this Agreement. Exhibit B may be revised from time to time by mutual agreement of Client and Consultant. 2. Independent Contractor: Consultant is an independent contractor and is not an employee of the Client. Services performed by Consultant under this Agreement are solely for the benefit of Client unless specified otherwise. Nothing contained in this Agreement creates any duties on the part of Consultant toward any person not a party to this Agreement. 3. Standard of Care: Consultant will perform services under this Agreement with the degree of skill and diligence normally practiced by professional engineers or consultants performing the same or similar services. No other warranty or guarantee, expressed or implied, is made with respect to the services furnished under this Agreement and all implied warranties are disclaimed. 4. Changes/Amendments: This Agreement may not be changed except by written amendment signed by both parties. The estimate of the level of effort, schedule and payment required to complete the Scope of Services, as Consultant understands it, is reflected herein. Services not expressly set forth in this Agreement are excluded. Consultant shall promptly notify Client of any requested changes to the Scope of Services that may affect the level of effort, schedule, or payment to Consultant. Consultant will not undertake any such requested changes in the Scope of Services until Client has agreed to equitable adjustment of the level of effort, schedule, and payment. If Consultant is delayed in performing its services due to an event beyond its control, including but not limited to fire, flood, earthquake, explosion, strike, transportation or equipment delays, or act of God, then the schedule or payment under the Agreement shall be equitably adjusted, if necessary, to compensate Consultant for any additional costs due to the delay. 5. Fee for Services: Consultant will provide professional services under this Agreement for a labor fee that is specified either as a fixed amount or as a maximum amount based on the actual hours of services furnished multiplied by Consultant's hourly billing rates. The labor fee will be specified in Exhibit B Scope of Services for each work task or group of work tasks authorized by Client. In addition to the labor fee, Client will also reimburse Consultant for all reasonable expenses directly related to the professional services furnished. Such expenses include but are not limited to the following: (a) Long distance telephone expenses. (b) Computer expenses. (c) Printing and reproduction at the applicable rates as of the date of invoice. (d) Reasonable travel and living expenses for personnel. (e) Other direct expenses related to services furnished. 1 78