Professional Service Agreement

1. Client Responsibility. Client shall provide Service Provider with any and all content, materials and access to Client personnel (the “Client Materials”) reasonably necessary for use in connection with the Services on a timely basis. Service Provider shall identify to Client in advance of Client Materials it will require for any particular portion of the Services as well as third party authorizations required. Service Provider shall not be held responsible for any delays in performance due to Client’s failure to timely provide Service Provider with such Client Materials or third-party authorizations. Service Provider shall promptly notify Client in writing of any such delay and the cause therefor.
2. Performance. Mindlink does not guarantee the performance of any candidate or the accuracy of information provided regarding a candidate, and disclaims any responsibility for claim, loss, or liability as a result of a candidate’s acts or omissions. The Client shall conduct such investigations as it deems is reasonably necessary to verify candidate information or to obtain such other information as may be deemed relevant.
3. Confidential Information. Both parties agree that Confidential Information, as herein defined, may be disclosed to the other party in performance of the Statement of Work and both parties agree not to use for themselves or others, or disclose or divulge to others including future employees, any trade secrets, confidential information, or any other proprietary data of the disclosing party, including but not limited to methods, processes, formulae, compositions, systems, techniques, inventions, computer programs and research projects, customer lists, pricing data, sources of supply, business strategy, financial data and marketing, production, or merchandising systems or plans (“Confidential Information”), provided, however, Confidential information shall not include information that is: (a) publicly available, (b) in the receiving party’s possession at the time of disclosure, © disclosed by disclosing party to others without any restriction on use and disclosure, or (d) that is rightfully disclosed to receiving party by a third party.The receiving party agrees to return to the disclosing party all Confidential Information of the disclosing party upon the receiving party’s request, provided, however, that the receiving party may retain one (1) copy of all Confidential Information for the sole purpose of maintaining compliance with this agreement.
4. Independent Contractor Relationship. Mindlink’s relationship with Client will be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship.
5. Rights, Ownership and Usage
   1. All work performed by Service Provider pursuant to any SOW and the custom code developed in connection therewith (hereinafter referred to as “Works”) are and shall be considered as “Works Made for Hire” by an independent contractor (as defined under U.S. copyright laws) and, as such, shall be owned by and for the benefit of Client. Client shall be deemed to be the sole and exclusive owner of all right, title, and interest therein, including all copyright, trademark, patent and other intellectual property and proprietary rights relating thereto.
   2. Any third-party frameworks and libraries included in the Deliverables are property of their respective owners, and any such third-party works are governed by their respective license terms. Service Provider shall make sure that any such third-party license is compatible with the use in the Deliverables, and will communicate to the client any special restrictions and/or costs associated with such use. Service Provider shall transfer any license obtained in development of the Deliverables to the Client. Service Provider expressly disclaims any ownership in any third-party works, and ability to grant any license or ownership other than what is provided by the respective owners of the said software.
6. Indemnification
   1. Except for the matters for which Service Provider agrees to indemnify Client pursuant to Section 6.2, Client hereby agrees to indemnify, defend, and hold harmless Service Provider, its directors, officers, employees, agents, representatives, and affiliates from and against all claims, losses, and damages (including reasonable attorneys’ fees) resulting from, relating to, or arising out of, any breach by Client of its obligations or representations under this Agreement regarding cleared materials.
   2. Service Provider hereby agrees to indemnify, defend, and hold harmless Client and its affiliates and its and their respective officers, directors, employees, agents, representatives, successors and assigns from and against all claims, losses, and damages (whether or not relating to a third party claim and including reasonable attorneys’ fees) resulting from, relating to, or arising out of (i) any breach by Service Provider of this Agreement or its obligations or representations and warranties hereunder or (ii) any action or omission by Service Provider hereunder constituting negligence or willful misconduct.
   3. Indemnification hereunder shall be subject to the indemnified Party promptly giving the indemnifying Party prompt notice of a claim for indemnification; provided, however, that the failure to give such notice shall not affect an indemnified Party’s right to indemnification hereunder except and then only to the extent that the indemnifying Party is materially prejudiced thereby.
7. Change Management. Client should email Mindlink requests for changes. Mindlink will provide an update to the SOW with approvals before implementing change.
8. Cancellation of contract. Contract can be canceled by either party with at least 30-day notice. If terminated, Client will be the owner of the list, but both parties can engage separately on projects with all resources in that list.