PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (this “Agreement”) is made and entered into as of
the ______ day of __________, 20___ (the “Effective Date”), by and between the University of
Rochester (“the University”) and _______________________________________, with an office
located at _______________________________________________________ (the “Service
Provider”).

WHEREAS, the University wishes to obtain the professional services of the Service
Provider; and,

WHEREAS, the Service Provider has the knowledge, skill and capability to perform such
services for the University.

THEREFORE, in consideration of the foregoing, the parties, intending to be legally

bound, hereby agree to the following:

1. Services. The Service Provider is hereby retained by the University, and Service Provider
agrees to provide the services set forth on Exhibit A attached hereto and incorporated
herein by this reference (the “Services”). Services shall be performed in accordance with
the timeline set forth in Exhibit A, or any supplemental schedule prepared by the Service
Provider and agreed to in writing by an authorized representative of the University.

2. Service Requirements. The Services delivered hereunder shall conform in all material
respects to (i) the specifications set forth in Exhibit A, (ii) the University of Rochester
generally applicable Terms and Conditions, which is set forth as Exhibit B attached
hereto and is incorporated herein by reference (“Terms & Conditions”), and (iii) any
other requirements agreed upon by the parties in writing. Service Provider agrees to use
sound and professional principles and practices in accordance with normally accepted
industry standards in rendering Services hereunder, and Service Provider further agrees
that performance shall reflect the best professional knowledge, skill and judgment of
Service Provider. Service Provider shall furnish competent personnel for fulfillment of its
obligations. If the University deems Service Provider personnel unsatisfactory to
perform Services due to a failure by such personnel to comply with the terms and
conditions imposed on Service Provider as set forth herein, such personnel shall be
removed immediately.

3. Nature of Services.

a. Work Product. Any and all reports, documentation, files, media and other
materials created or produced by Service Provider in connection with the
Services rendered hereunder shall be deemed “Work Product.”
 b. Work Made for Hire. The Work Product shall constitute works-made-for-hire
belonging exclusively to the University. To the extent that any Work Product
does not constitute a work-made-for-hire owned by the University, Service
Provider agrees to assign and transfer all of its right, title and interest in such
Work Product to the University.

Modifications to Work Product. The University retains the right to modify the
Work Product or to merge the Work Product into other documents or other
materials owned or utilized by the University.

c. Service Provider Proprietary Material. University does not under this Agreement
acquire any ownership rights in and/or to any software, documentation, tools,
techniques, methodologies or other material which has not or is not created as
part of the Services to be rendered hereunder which is proprietary to Service
Provider(“Service Provider Proprietary Material”). However, if Service Provider
incorporates any Service Provider Proprietary Material into any Work Product, or
any of the Work Product requires Service Provider Proprietary Material in order
to operate or otherwise be useable by the University, Service Provider hereby
grants the University a nonexclusive, royalty free, fully paid, perpetual,
irrevocable license to use the Service Provider Proprietary Material as part of the
Work Product.

d. Third Party Proprietary Material. The University does not under this Agreement
acquire any ownership rights in and/or to any software, documentation, tools,
techniques, methodologies or other material which is proprietary to any third
party (“Third Party Proprietary Material”). The University shall be responsible for
obtaining any necessary licenses for Third Party Proprietary Material. Service
Provider may not incorporate any Third Party Proprietary Material into the Work
Product without the prior written consent of the University.

4. Payment. The University agrees to pay Service Provider _____________ for Services
completed in accordance with the terms of this Agreement. The fee shall be due and
payable as specified in Exhibit A. The fee shall be payable within thirty (30) days after
receipt and approval by the University of Service Provider’s invoice. Except as otherwise
specified in Exhibit A, Service Provider shall not incur or charge the University any other
fees or expenses without the prior written authorization of the University. Performance
beyond the limitations set forth in this Agreement (either financial or time period) shall
be at the sole risk and responsibility of the Service Provider, and the University shall not
be obligated to pay for Services exceeding the funding or contract period of this
Agreement.

5. Term. The term of this Agreement shall commence on the Effective Date and shall
continue until _________________, unless this Agreement is otherwise extended or
terminated in accordance with the terms specified herein.
 6. Entire Agreement. This Agreement, including the exhibits hereto, represents the entire
agreement between the parties hereto and supersedes all prior and contemporaneous
written or oral agreements and all other communications between the parties relating
to the Services to be rendered hereunder. Any additions, deletions or modifications
shall not be binding on either party unless accepted and approved in writing by duly
authorized representatives of both parties. In the event of any contradictory provisions
between this Agreement and the terms of any Exhibits, attachments or schedules
hereto or any purchase order or other documents issued by the University or Service
Provider in connection herewith, the terms set forth in the body of this Agreement shall
prevail.

7. Counterparts. This Agreement may be executed in one or more counterparts, each of

which will be deemed to be an original, and such counterparts will together constitute
the same instrument.

8. Severability. The provisions of this Agreement shall be deemed severable, and if any
portion shall be held invalid, illegal or unenforceable for any reason, the remainder of
this Agreement shall be effective and binding upon the parties, unless to do so would
clearly violate the present legal and valid intention of the parties hereto.

9. Remedies. Pursuit by either party of any remedies described herein, or otherwise

available at law or in equity, shall not preclude pursuit by that party of any other
remedy or remedies provided herein or otherwise available at law or in equity. All
remedies, rights, undertakings, obligations and agreements shall be cumulative and
none of them shall be in limitation of any other remedy, right, undertaking, obligation or
agreement of either party.

IN WITNESS WHEREOF, this Professional Services Agreement has been duly executed by the
authorized representatives of the parties hereto as of the date first set forth above.

Dated: ______ __, 20__ UNIVERSITY OF ROCHESTSER

By: _________________________________

Name: ______________________________

Title: _______________________________

Dated: _______ __, 20__ SERVICE PROVIDER

By: _________________________________
 Name: ______________________________

Title: _______________________________

Exhibit A - Scope of Services

Exhibit B – Terms & Conditions
 EXHIBIT A — SERVICES

1. Statement of Purpose

2. Scope of Services

3. Project Milestones

4. Deliverables and Acceptance Criteria

Deliverables Acceptance Criteria

5. Place of Performance