Galaxy Holdings
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Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date:
This Professional Services Agreement (the “Agreement”) is entered into as of between Galaxy Holdings, a TX LLC located at (the “Provider”), and , located at (the “Client”).
The Provider will perform the following professional services for the Client (the “Services”):
The Provider will perform the Services in a professional and workmanlike manner consistent with applicable professional standards, and will devote the time and resources reasonably necessary to perform them.
The Client will pay the Provider according to the following fee structure: . The Provider will submit invoices as set out above or, if not specified, monthly in arrears. The Client will pay undisputed invoices within of receipt. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. All fees are exclusive of taxes, which are the Client's responsibility other than taxes on the Provider's net income.
The Client will reimburse the Provider for reasonable, pre-approved, and documented out-of-pocket expenses incurred in performing the Services, at cost and in accordance with the Client's expense policy, where applicable. The Provider will provide receipts for any single expense exceeding .
Subject to full payment, all deliverables and work product the Provider creates specifically for the Client under this Agreement (the “Work Product”) are the property of the Client upon delivery, and the Provider assigns to the Client all right, title, and interest in the Work Product. The Provider retains ownership of its pre-existing materials, tools, methodologies, and general know-how (“Provider Background IP”), and grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use any Provider Background IP embedded in the Work Product as part of that Work Product.
Each Party will hold the other's non-public information in strict confidence and use it only to perform under or benefit from this Agreement. The receiving Party will protect such information using at least reasonable care and will not disclose it except to representatives who need it and are bound by similar obligations. These obligations continue for after termination, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
The Provider is an independent contractor and not an employee, partner, agent, or joint venturer of the Client. The Provider is responsible for its own personnel, taxes, insurance, and benefits, and has no authority to bind the Client. Nothing in this Agreement creates an employment relationship.
The Provider warrants that the Services will be performed in a professional and workmanlike manner. The Client's exclusive remedy for breach of this warranty is re-performance of the deficient Services. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS," AND THE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED .
This Agreement begins on the Effective Date and continues for , unless terminated earlier. Either Party may terminate for convenience on written notice, or immediately for the other's material, uncured breach following thirty (30) days' written notice. On termination, the Client will pay for all Services performed and approved expenses incurred through the effective date of termination. Sections 4, 5, 7, 8, and 10 survive termination.
This Agreement is governed by the laws of the State of TX, without regard to conflict-of-laws principles. This Agreement is the entire agreement between the Parties on its subject matter, supersedes prior discussions, may be amended only in a signed writing, and may be executed in counterparts and by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date: