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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
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.”

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