Professional Services Agreement

By signing the referencing Task Order, this Professional Services Agreement (“PSA”, “Agreement’) is made and entered into, as of the date noted, between Company and and Stratuspeer LLC (“Stratuspeer”, “SP”, “SPLLC”, “Consultant”) and all Terms contained within this PSA are considered valid and binding unless otherwise noted and/or superseded by addendum.
Company desires to retain Consultant to perform certain professional services (“Services”) for the Company and Consultant is willing to perform such Services as outlined below and by addendum, if and when agreed (in writing). Accordingly, the Parties agree as follows:

CONFIDENTIALITY
Definition. "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.
Non-Use and Non-Disclosure. Consultant will not, during or subsequent to the term of this Agreement, use the Company's Confidential Information (“CI”) for any purpose whatsoever other than the performance of the Services on behalf of the Company or disclose the Company's Confidential Information to any third party. CI also includes, but is not limited to, the following types of information and other information of similar nature: software, designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, marketing and development plans, business plans, financial information, customer lists, business intelligence, information, resources, trade secrets, competitive information not made freely available and accessible to the entire public (including products, projects, relationships, methodologies, plans, considerations, internal and external work products, costs, fees, or rate structures) or other information that is proprietary to and confidential information of the Company and/or could be used to compete against, replicate, resemble, exploit, or cause damage to any aspect of the Company’s sales and/or business performance, market competitiveness,  or operation. This Agreement serves in tandem with any Non-Disclosure Agreement (NDA) put in force at any point in the relationship between Company and Consultant. Confidential Information shall remain the sole property of the Company. Consultant further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information including, but not limited to, having Consultant execute a separate nondisclosure agreement containing provisions in the Company's favor identical to applicable sections of this Agreement. Confidential Information does not include information which (i) is known to Consultant prior to Consultant's work with Company, as evidenced by written records of Consultant, (ii) has become publicly known and made generally available through no wrongful act of Consultant, or (iii) has been rightfully received by Consultant from a third party who is authorized to make such disclosure. Without the Company's prior written approval, Consultant will not directly or indirectly disclose to anyone the existence of this Agreement or the fact that Consultant has this arrangement with the Company.
Other Business Partner's Confidential Information. Consultant agrees that Consultant will not, during the term of this Agreement, improperly use or disclose any Company CI or proprietary information or trade secrets of any third party with which Consultant has an agreement or duty to keep in confidence information acquired by Consultant, if any, and that Consultant will not, knowingly or unknowingly, disclose or share with the Company any such information unless consented to in writing by Company. Consultant will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any third party’s rights of ownership if they are determined by binding legal judgment to have been violated by work product developed by Consultant under this Agreement.
Third Party Confidential Information. Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that Consultant owes the Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for the Company consistent with the Company's agreement with such third party.
Return of Materials. Upon the termination of this Agreement, or upon Company's earlier request, Consultant will deliver to the Company all of the Company's property or Confidential Information that Consultant may have in Consultant's possession or control, or will certify to  its destruction in writing.

OWNERSHIP
Assignment. Consultant and Company agree that all unique copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets (collectively, "Inventions") conceived, made or discovered by Consultant, solely or in collaboration with others, during the period of this Agreement which relate in any manner to the business of the Company that Consultant may be directed to undertake, investigate or experiment with, or which Consultant may become associated with in work, investigation or experimentation in the line of business of Company in performing the Services hereunder, are the sole property of the Company.
Further Assurances. Consultant agrees to assist Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Consultant further agrees that Consultant's obligation to execute or cause to be executed, when it is in Consultant's power to do so, any such instrument or papers shall continue for a period of one year after the termination of this Agreement.
Pre-Existing Materials. Consultant agrees that if in the course of performing the Services, Consultant incorporates into any Invention uniquely developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Consultant, (i) Consultant shall inform Company in writing regarding such invention, improvement, development, concept, discovery or other proprietary information into any Invention.

CONFLICTING OBLIGATIONS

Company and Consultant represent and warrant that neither have any outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude either from complying with the provisions hereof. Company and Consultant agree to comply with any client specific covenants and restrictions, if such are required. Neither Consultant nor Company shall be in breach of this agreement or any Task Order if Company is unable to provide certain information or materials as a result of the terms and conditions of other Agreements, including, without limitation, client and Government contracts.

RESTRICTIVE COVENANTS

The employees of Company and Consultant are an integral part of Company's and Consultant’s businesses respectively, and that it is extremely important for Company and Consultant to exert maximum effort to prevent Company and Consultant from losing these employees. Therefore, Consultant and Company both covenant and agree that, commencing on the date of this Agreement and for a period of one (1) year from the date of termination of the most recent Task Order, Company and Consultant shall not, directly or indirectly, solicit any individual who shall have been an employee of the other Party, at any time during the time period of the most recent Task Order, whether for or on behalf of itself or for any entity in which it shall have a direct or indirect interest (or any subsidiary or affiliate of any such entity).

TERM AND TERMINATION
Term. This Agreement will commence on the date first written above and will continue until termination of the later of: the most recent Task Order, or the Task Order with the latest period of performance, including any modifications, if not otherwise noted.
Termination. Either party may terminate this Agreement for any reason and at any time upon giving thirty (30) days prior written notice thereof to each other, during which thirty (30) day period, both Parties shall endeavor to minimize costs and close out all projects. Termination of this Agreement shall likewise terminate all Task Orders. Any such notice shall be addressed to recipient party as listed below or such other address as either party may notify the other of, and shall be deemed given upon delivery if personally delivered, or forty- eight (48) hours after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested. Should Consultant default in the performance of this Agreement or materially breach any of its provisions, and if after receiving written notice describing the Consultant's default or material breach, fails to cure within ten (10) business days, or to the satisfaction of Company, then Company, at its option, may immediately terminate this Agreement by giving written notification to the Consultant. For the purposes of this section, "material breach" of this Agreement shall include, but not be limited to the following: unmet deadlines, work not meeting acceptable quality thresholds, destruction or exploitation of Company or Customer property, dishonesty, theft or any violation of Section 5 herein contained.
Survival. Upon such termination all rights and duties of the parties toward each other shall cease except: (i)    that the Company shall be obliged to pay, within thirty (30) days of the effective date of termination, all amounts owing to Consultant for Services completed and accepted by the Company prior to the termination date and related, pre-approved expenses, if any, in accordance with the provisions of Section 1 (Services and Compensation) hereof, provided Company has received Consultant's invoice; and (ii)    Sections “Confidentiality”, “Ownership” and “Independent Consultants” shall survive termination of this Agreement.

ASSIGNMENT

Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Consultant without the express written consent of the Company. Company may assign this Agreement to any affiliate or successor in interest upon written notice but without consent of Consultant.

INDEPENDENT CONSULTANT

It is the expressed intention of the parties that Consultant is independent of the Company. Nothing in this Agreement shall in any way be construed to constitute Consultant as an employee of the Company. The Company shall not direct, control or supervise the Consultant as to the details or means by which the Services are accomplished but the Consultant shall advise the Company of these in advance and refrain from those actions which the Company indicates are inconsistent with the Company’s plans, goals or policies. Consultant agrees to furnish basic tools and materials necessary to accomplish engagements which Company does not explicitly provide, and shall be responsible for all expenses associated with performance, except as expressly stated in this Agreement and relevant Task Order. As set forth above, Company shall be responsible for providing those resources set forth in Section 2 of this Agreement as well as any other resources or materials set forth explicitly as the responsibility of the Company in each TO. The tools for which Consultant is responsible do not include items required for or comprising the contracted solution(s) and/or work product(s) (e.g., software, hardware, services, or any similar component). Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement, and Consultant agrees to and acknowledges the obligation to pay all associated taxes thereon. Consultant further agrees to indemnify and hold harmless the Company and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorney's fees and other legal expenses, arising directly or indirectly from (i) any negligent, reckless or intentionally wrongful act of Consultant or Consultant's assistants, employees or agents, (ii) a determination by a court or agency that the Consultant is not an independent Consultant, or (iii) any breach by the Consultant or Consultant's assistants, employees or agents of any of the covenants contained in this Agreement.

NO BENEFITS

Consultant acknowledges and agrees and it is the intent of the parties hereto that Consultant receive no Company-sponsored benefits from the Company. Such benefits include, but are not limited to, paid vacation, sick leave, medical insurance, and 401(k) participation. If Consultant or any of its agents is classified or reclassified by a state or federal agency or court as an employee, Consultant or its agents will receive no Company benefits except those mandated by state or federal law, even if by the terms of the Company's benefit plans in effect at the time of such reclassification Consultant would otherwise be eligible for such benefits, and will waive receipt of those benefits if allowable.

ARBITRATION AND EQUITABLE RELIEF
Disputes. Except as provided in Section 11(c) below, the Company and Consultant agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be settled by binding arbitration to be held in Leesburg, Virginia, or an alternate site in the Northern Virginia area to be determined by the Company, in accordance with the Commercial Arbitration Rules, supplemented by the Supplemental Procedures for Large Complex Disputes, of the American Arbitration Association as then in effect (the "Rules"). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court of competent jurisdiction.
Consent to Personal Jurisdiction. The arbitrator(s) shall apply Virginia law to the merits of any dispute or claim, without reference to conflicts of law rules. Consultant hereby consents to the personal jurisdiction of the state and federal courts located in Virginia for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants.
Equitable Relief. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without abridgment of the powers of the arbitrator.

ACKNOWLEDGMENT

BOTH PARTIES HAVE READ AND UNDERSTAND SECTION 11, WHICH DISCUSSES ARBITRATION. PARTIES UNDERSTAND THAT BY SIGNING THIS AGREEMENT, THEY AGREE TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF, TO BINDING ARBITRATION, EXCEPT AS PROVIDED IN HEREIN.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding the conflict of laws principles thereof.

ENTIRE AGREEMENT

This Agreement, including exhibits and any executed Task Orders under this Agreement, and all subsequently signed amendments are the entire agreement of the parties and supersede any prior agreements between them, whether written or oral, with respect to the subject matter identified. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by authorized representatives of the identified parties. The terms and conditions in this Agreement shall apply and prevail over any conflicting term in an exhibit or schedule to this Agreement.

ATTORNEY’S FEES

In any court action at law or equity which is brought by one of the parties to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorney's fees, in addition to any other relief to which that party may be entitled.

SEVERABILITY

The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of this Agreement as a whole, which shall at all times remain in full force and effect.

HEADINGS

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to define or limit the scope, extent or intent of this Agreement or any of the provisions hereof.

NO WAIVER

No failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege.

AUTHORITY

The individuals executing this Agreement for and on behalf of the parties hereto represent that they are fully authorized and empowered to do so for and on behalf of themselves or their respective principals.

EXECUTION IN COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute but one and the same instrument.

NOTICES

All notices or other communications required or permitted to be made or given hereunder by one party to the other party shall be in writing and shall be deemed to have been given when: (i) hand delivered, or (ii) when sent by electronic facsimile (with confirmation of its receipt by the other party) or (iii) when sent by electronic mail or “email” via Internet as of recipient’s normal hours of business from Monday through Friday excluding holidays, otherwise on the next business day of recipient, or (iii) when sent by certified mail, regardless of whether or not received, on the fifth (5th) business day after the day of deposit in the United States mail, postage prepaid with return receipt requested, or (iv) when sent by overnight courier service (e.g., Federal Express, United Parcel Service) on the second business day after dispatch, and, in all cases, properly addressed to such other party as set forth below or at such other address as may be specified by either party hereto by written notice sent or delivered in accordance with the terms hereof.

SERVICES AND COMPENSATION

Company and Consultant agree to the performance requirements described herein and exhibits attached hereto, if any. Company and Consultant will jointly determine and agree upon the deliverables, objectives, timelines and costs related to performing the Services via execution of separate Task Orders issued under this Master Agreement for each particular project. Any modifications, Task Orders, or amendments shall only be valid if in writing and signed by both Parties. Company agrees to compensate Consultant as set forth in any Task Orders for the performance of the Statement of Work contained in the relevant Task Order. Consultant agrees to submit invoices monthly on or about the 15th day of the month following the month in which the services were completed. Such invoices shall contain, at minimum, the following detail: hours spent, tasks performed, and the breakdown of any other charges and expenses, along with any receipts, accompanied by written permission to incur such charges if not already pre-authorized in this Agreement or the relevant Task Order. If the Company approves and accepts the deliverables and/or work covered by the invoice and determines that the invoice and the related documentation are complete and correct, the Company will pay the Consultant the amount of the invoice upon receipt of the invoice. If the Company determines that the invoice and/or the related documentation is incomplete and/or incorrect, the Company will notify the Consultant within five (5) business days after delivery of the invoice to resolve any disputes regarding the invoice and/or the related documentation.

PLACE OF WORK, PERFORMANCE, AND SCHEDULE

Consultant shall perform the SOW of each relevant Task Order as required by this Agreement at (1.) the address listed for the signed Company Witness below (“Local Area”) or (2.) Consultant-designated work site(s), at the determination of the Consultant unless otherwise noted. If Company has not previously requested set requirements regarding dates and times of the performance of project objectives, including but not limited to meetings, reviews, check- ins, and work production, Consultant shall be free to arrange the time and manner of performance and will not be expected to maintain a schedule of duties or assignments, provided work progresses as agreed and expected. All work completed requires verification and validation of (1.) hours worked and confirmed as progressive toward the completion of project objectives in the instance of consulting services provided on an hourly basis, or (2.) project objectives met in the instance of consulting services provided on a fixed- price basis. All Company-initiated on-site activities, including but not limited to meetings and work, will be billed by Consultant at a minimum of four (4) hours per day on hourly (Time and Materials) Task Orders. All Company-initiated remote activities, including but not limited to meetings and work, will be billed by Consultant at a minimum of two (2) hours per day on hourly (Time and Materials) Task Orders. In consideration of the minimum hours referenced above, Consultant and Company will make every reasonable effort to organize and arrange work and tasks to closely meet or exceed such minimums in order to most responsibly respect the parties’ scheduling and cost obligations. Work and tasks to be completed by Consultant shall be in accordance with the SOW set forth in each Task Order, as specific to each separate project. Costs incurred and billed by Company shall likewise be in line with those described in each Task Order for the services rendered. Company understands that it shall be responsible for certain expenses, as set forth in the Task Order, and for any increase in costs associated with Company-caused delays, or failure to obtain required resources outlined in the Task Order, provided all such resources and expenses are the responsibility of Company as agreed, and are not already included in the hourly charges for staff labor. All expenses that are not staff labor, or those that are particularly set forth and agreed upon in the Task Order, must be pre-authorized by Company in writing to be allowable. Company will provide the following resources as needed, specific to the SOW in each TO, by Consultant to complete the work: (1.) dedicated and clean workspace with network access to the Internet, Company resources identified in the TO needed to complete identified work, and phone upon arrival for on-site work; (2.) KVM or console support (hardware and supported OS or network) for each device to be configured upon arrival for on-site work, or remote access if required for off-site work; (3.) reasonable access to all key personnel involved with this project, i.e. phone numbers, email addresses, etc. for the duration of project; (4.) reasonable administrative access, on an as needed basis, to all systems for configuration purposes for the duration of project; (5.) all software licenses, keys and media specific to this project (ideally before arrival); (6.) proposed networking scheme with IP address ranges to be used for each device, management network delivered to Contractor at least one week prior to install date; (7.) hardware, software, and licenses necessary for this project (ideally before arrival); (8.) existing network switches/ports configured as defined in networking scheme by Company staff upon arrival; and (9.) application and system configuration level knowledge for the current environment the Company will administer (unless covered in the TO/SOW) provided to Contractor.