This document is a professional services agreement between the United States Government and an independent contractor consultant. It outlines the terms for the consultant to perform services and develop software/technology for the government. Key points include: - The consultant will perform services according to statements of work that describe the specific work and compensation. - The government will review deliverables from the consultant and has the right to request changes or reject deliverables that do not meet specifications. - Intellectual property like software, inventions, and work product created by the consultant under this agreement are owned by the government. - The agreement protects confidential information of both parties that is shared during work performed under the agreement.

1. PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is made and entered into as of
[__________, 2021 (“Effective Date”) by and between The United States of America
Government , having a place of business at (“The United States of America Government ”)
and [___________________ (insert full name of Consultant)], [an individual] / [a _______
(insert type of company)] having a place of business at [__________________ (insert address)]
(“Consultant”). The United States of America Government desires to retain Consultant as an
independent contractor to perform certain professional services for The United States of
America Government (including developing certain software and other technology as described
in each Statement of Work), and Consultant is willing to perform such services, on terms set
forth more fully below. In consideration of the mutual promises contained herein, the parties
agree as follows:
Services and Compensation
Statements of Work. From time to time, the parties may enter into one or more statements of
work in substantially the form of Exhibit A (each, a “Statement of Work” or “SOW”) describing
the services to be performed by Consultant for The United States of America Government
(“Services”), including without limitation the delivery of any deliverables contemplated thereon
(“Deliverables”), and the compensation for performance of the Services. [The initial SOW is set
forth in Exhibit A-1.] Each SOW will become effective upon execution by both parties and
thereafter will be deemed attached to and incorporated into this Agreement. A Statement of
Work may be modified or amended only by written agreement of both parties. In the event of
any conflict between the terms of a SOW and the terms of the body of this Agreement, the
terms of the body of this Agreement will control.
Services. Consultant will perform for The United States of America Government the Services,
including without limitation delivering any Deliverables, in accordance with the terms and
conditions of this Agreement. Consultant will perform the Services in a timely and professional
manner, including without limitation ensuring that the Deliverables conform to any
specifications set forth in a Statement of Work or otherwise provided by The United States of
America Government (“Specifications”). Consultant will have sole discretion and control of the
manner in which the Services are to be performed. Notwithstanding the foregoing, Consultant
will not subcontract performance of any of the Services without The United States of America
Government ’s prior written consent. If any services, functions or responsibilities not
specifically described in this Agreement are required for the proper performance and provision
of the Services, they will be deemed to be included within the scope of Services to the same
extent as if specifically described in this Agreement. Further, the parties will cooperate in good
faith to agree upon and implement such further services and agreements as may be requested
by The United States of America Government relating to any project arising out of or related to
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2. this Agreement (or any such subsequent agreement).
Deliverables.
Review and Evaluation. The United States of America Government will have a reasonable
period from its receipt of any Deliverable to review and evaluate such Deliverable to determine
whether it meets the Specifications and other requirements specific to such Deliverable. By the
end of such period, The United States of America Government will either send written notice to
Consultant accepting such Deliverable or setting forth in reasonable detail the basis for The
United States of America Government ’s non-acceptance and setting forth a reasonable period
for resubmission of the Deliverable. During such resubmission period, Consultant will make any
corrections and deliver a corrected Deliverable to The United States of America Government
for its review and acceptance as set forth above. Such process will repeat until The United
States of America Government accepts the Deliverable in writing in accordance with the above
process. For the avoidance of doubt, acceptance of Deliverables must be in writing. The United
States of America Government may condition any acceptance upon Consultant’s agreement to
correct any requirements specific to that Deliverable and such correction will be subject to The
United States of America Government ’s further review and evaluation as set forth above. The
United States of America Government ’s acceptance of Deliverables will not constitute a waiver
of any right or remedy The United States of America Government may have under this
Agreement.
Failure to Timely Deliver. If Consultant fails to deliver any Deliverable within the deadlines
specified in a Statement of Work, or if any errors discovered before acceptance cannot be
eliminated in the correction period specified in Section 1.3.1, then The United States of America
Government may, at its option: (a) retain the Deliverable (including any applicable
documentation) with rights as set forth in Section 3, and pay to Consultant all outstanding fees
for Deliverables which The United States of America Government has accepted, with no further
fees under the applicable Statement of Work to be paid to Consultant thereafter; (b) extend the
delivery or correction period; or (c) suspend its performance and/or terminate this Agreement
immediately for Consultant’s material breach pursuant to Section 6.2.
Design Review and Specifications Changes. Consultant understands that there may be
additions, deletions or other changes which may affect the Specifications at any time during the
term of this Agreement. Upon notice of any such changes by The United States of America
Government , Consultant and The United States of America Government will work together to
make any necessary changes to the Specifications, and Consultant will modify the Services to
accommodate any such changes to the Specifications.
Compensation. For each SOW, The United States of America Government agrees to pay
Consultant the compensation as set forth in and in accordance with such SOW for the
performance of the Services. Notwithstanding anything to the contrary, The United States of
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3. America Government will only be obligated to pay for Services and/or Deliverables that The
United States of America Government has accepted in writing as set forth in Section 1.3 above.
Confidentiality
Definition. “Confidential Information” means any and all information and materials disclosed by
or for The United States of America Government either directly or indirectly to Consultant (or
that is ascertained, discovered or learned by Consultant), whether in writing, visually, orally or
by drawings or access to The United States of America Government ’s facilities, materials, or
equipment, that is not generally known and that relates to the business or affairs of The United
States of America Government or any third party with whom The United States of America
Government deals. Notwithstanding the foregoing, Confidential Information includes (a) all
nonpublic confidential or proprietary information and materials pertaining to The United States
of America Government , its affiliates, and their respective products, services, technologies and
businesses, including but not limited to all of The United States of America Government ’ or its
affiliates’ technical data, trade secrets, know-how, research, product plans, products, services,
suppliers, manufacturers, customers, customer lists, strategies, markets, software,
developments, concepts, ideas, inventions, processes, techniques, formulas, technology,
specifications, designs, models, drawings, prototypes, engineering, hardware configuration
information, and marketing, finance, or other business information and (b) the Work Product
(as defined in Section 3.1), including any Deliverables.
Restrictions. Consultant will not, during or subsequent to the term of this Agreement, (a) use
any Confidential Information for any purpose whatsoever other than the performance of the
Services on behalf of The United States of America Government or (b) disclose any Confidential
Information to any third party. Confidential Information will remain the sole property of The
United States of America Government . Consultant further agrees to take all reasonable
precautions to prevent any unauthorized disclosure of such Confidential Information including
but not limited to having each employee or contractor of Consultant, if any, with access to any
Confidential Information execute a nondisclosure agreement containing provisions at least as
protective of The United States of America Government as the terms and conditions of this
Agreement. Confidential Information does not include information which: (i) is already known
to Consultant at the time of disclosure to Consultant by The United States of America
Government 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
obligations of confidentiality to The United States of America Government . Consultant will not
directly or indirectly disclose to anyone the terms of this Agreement without The United States
of America Government ’s prior written approval.
Third Party Information. Consultant recognizes that The United States of America Government
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4. may have received (and in the future may receive) from third parties their confidential or
proprietary information subject to a duty on The United States of America Government ’s part
to maintain the confidentiality of such information and to use it only for certain limited
purposes. Consultant agrees that Consultant owes The United States of America Government
and such third parties, during the term of this Agreement and thereafter, a duty to (and
Consultant will) hold all such confidential or proprietary information in the strictest confidence
and not disclose it to any person or entity or use it except as necessary to perform the Services
for The United States of America Government consistent with The United States of America
Government ’s agreement with such third party. Consultant agrees that Consultant will not,
during the term of this Agreement, improperly use or disclose any proprietary information or
trade secrets of any person or entity [(including any former or current employer)] with which
Consultant has an agreement or duty to keep in confidence information acquired by Consultant
in confidence, if any, and that Consultant will not bring onto the premises of The United States
of America Government any unpublished document or proprietary information belonging to
such person or entity unless consented to in writing by such person or entity.
Return of Confidential Information. Upon the termination of this Agreement, or upon The
United States of America Government ’s earlier request, Consultant will deliver to The United
States of America Government (or, at The United States of America Government ’s request,
destroy) all copies of The United States of America Government ’s property and Confidential
Information that Consultant may have in Consultant’s possession or control. Following such
termination or request, Consultant will cease all use of The United States of America
Government ’s property and Confidential Information.
Disclaimer. The United States of America Government hereby disclaims all warranties of any
kind, whether express, implied, statutory or otherwise, with respect to any Confidential
Information or other information or materials supplied by The United States of America
Government to Consultant hereunder, including without limitation any warranties with respect
to any Specifications for the Deliverables or other Work Product required hereunder.
[Certain Disclosures of Trade Secrets. 18 U.S.C. § 1833(b) states:
An individual shall not be held criminally or civilly liable under any Federal or State trade secret
law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State,
or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the
purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Accordingly, the parties have the right to disclose in confidence trade secrets to Federal, State,
and local government officials, or to an attorney, for the sole purpose of reporting or
investigating a suspected violation of law. The parties also have the right to disclose trade
secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under
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5. seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with
18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed
by 18 U.S.C. § 1833(b).]
Intellectual Property
Ownership. Consultant agrees that all Deliverables and other work product, including without
limitation any notes, records, drawings, designs, data, databases, results, inventions,
improvements, developments, ideas, concepts, discoveries, trade secrets, know how, software,
technology, and other material and information (and any copyrights, patents, and other
intellectual property rights related thereto), created, authored, developed, conceived, made,
reduced to practice or discovered by Consultant, solely or in collaboration with others, during
the term of this Agreement which relate in any manner (a) to the Services provided to The
United States of America Government or (b) to the business, products, services, or technology
of The United States of America Government or its affiliates that Consultant may access or
work with in performing the Services (such items collectively, “Work Product”), are the sole
property of The United States of America Government . Consultant will inform The United
States of America Government of any Work Product and provide to The United States of
America Government such Work Product, or, if such Work Product is not in tangible form, a
detailed description of such Work Product, promptly upon its creation. Consultant further
agrees to assign (or cause to be assigned) and does hereby assign fully to The United States of
America Government all such Work Product (including any copyrights, patents and other
intellectual property rights related thereto). Consultant will have no rights in and to Work
Product, including without limitation any “moral” rights or other rights with respect to
attribution of authorship or integrity of Work Product, and Consultant hereby waives and
agrees not to assert such rights.
Assistance. Consultant agrees to assist The United States of America Government , or its
designee, at The United States of America Government ’s expense, in every proper way to
secure The United States of America Government ’s rights in the Work Product and any
copyrights, patents or other intellectual property rights related thereto in any and all countries,
including the disclosure to The United States of America Government of all pertinent
information and data with respect thereto, the execution of all applications, specifications,
oaths, assignments and all other instruments which The United States of America Government
deems necessary in order to apply for and obtain such rights and in order to assign and convey
to The United States of America Government , its successors, assigns and nominees the sole and
exclusive rights, title and interest in and to such Work Product. 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 will continue after the termination of this Agreement.
Background Technology. Consultant hereby grants and agrees to grant The United States of
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6. America Government a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to
make, have made, sell, offer to sell, import, reproduce, modify, create derivative works based
upon, distribute, display, perform or otherwise use or exploit for any purpose any drawings,
designs, data, databases, inventions, improvements, developments, suggestions, ideas,
concepts, discoveries, trade secrets, know how, software, technology, or other proprietary
material and information (including any copyrights, patents, and other intellectual property
rights related thereto) owned or licensable by Consultant that Consultant incorporates into or
uses in connection with any Work Product or other The United States of America Government
property or otherwise provides in the course of performing the Services (“Background
Technology”). Consultant will not incorporate any such item into any Work Product or other
The United States of America Government property without the prior written consent of The
United States of America Government . The foregoing license includes the right to have such
license exercised (a) on The United States of America Government ’s behalf and (b) by any
customers of The United States of America Government or its affiliates in connection with any
products, services, or technology offered by them.
Cooperation. Consultant agrees that if The United States of America Government is unable
because of Consultant’s (or its representatives’) unavailability, dissolution, mental or physical
incapacity, or for any other reason, to secure Consultant’s signature to apply for or to pursue
any application for any United States or foreign patents or copyright registrations covering the
Work Product assigned to The United States of America Government above, then Consultant
hereby irrevocably designates and appoints The United States of America Government and its
duly authorized officers and agents as Consultant’s agent and attorney in fact, to act for, on,
and in Consultant’s behalf and stead to execute and file any such applications and to do all
other lawfully permitted acts to further the prosecution and issuance of patents, copyright and
other proprietary or intellectual property right registrations thereon with the same legal force
and effect as if executed by Consultant.
No Third Party Technology. Consultant will not incorporate third party technology or
intellectual property rights into any Work Product or other The United States of America
Government property without the prior written consent of The United States of America
Government .
Reports. Consultant agrees that it will from time to time during the term of this Agreement
keep The United States of America Government advised as to Consultant’s progress in
performing the Services hereunder and that Consultant will, as requested by The United States
of America Government , prepare written reports with respect thereto. It is understood that
the time required in the preparation of such written reports will be considered time devoted to
the performance of Consultant’s Services. The United States of America Government will also
have the right to audit Consultant’s records upon reasonable advance notice to determine the
amounts due hereunder and Consultant’s compliance with the terms and conditions of this
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7. Agreement.
No Conflicting Obligations
Generally. Consultant certifies that Consultant has no outstanding agreement or obligation that
is in conflict with any of the provisions of this Agreement, or that would preclude Consultant
from complying with the provisions hereof, and further certifies that Consultant will not enter
into any such conflicting Agreement during the term of this Agreement. Consultant further
certifies that Consultant’s act of entering into this Agreement and serving as a consultant to The
United States of America Government does not violate any of Consultant’s outstanding
agreements, obligations, or employment arrangements. Consultant further agrees that
Consultant will not perform any services for The United States of America Government which
would conflict with any agreement or obligation of Consultant or which would cause or result in
any other person or entity having any ownership interest in any of The United States of America
Government ’s intellectual property or rights therein.
No Unfair Competition. In view of Consultant’s access to The United States of America
Government ’s Confidential Information, trade secrets, and proprietary know-how, Consultant
further agrees that Consultant will not, without The United States of America Government ’s
prior written consent, use (directly or indirectly) The United States of America Government ’s
Confidential Information and other trade secrets and proprietary know-how in any manner that
would amount to unfair competition or divert from The United States of America Government
any business of any kind during the term of this Agreement and at all times after the
termination of this Agreement.
Term and Termination
Term. This Agreement will commence on the date first written above and will continue until
the later of (a) [one (1) year] from the Effective Date and (b) the completion of all Services to be
performed under all Statements of Work executed by the parties, unless earlier terminated in
accordance with this Agreement.
Termination. The United States of America Government may terminate this Agreement upon
giving [ten (10) days] prior written notice thereof (including via email) to Consultant. The
United States of America Government may terminate this Agreement immediately and without
prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any
material provision of this Agreement.
Effect of Termination. Upon such termination or expiration all rights and duties of the parties
toward each other will cease except:
The United States of America Government will be obliged to pay, within thirty (30) days of the
effective date of termination, all amounts owing to Consultant for unpaid Services and related
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8. expenses performed or incurred prior to the effective date of termination, if any, in accordance
with the provisions of Section 1.4 of this Agreement; and
Sections 2, 3, 5.2, 6.3, 7, 8, 9, 10, and 11 will survive termination or expiration of this
Agreement for any reason.
Representations and Warranties. Consultant represents, warrants and covenants that:
Consultant has the full power and authority to enter into this Agreement and to perform its
obligations hereunder, without the need for any consents, approvals or immunities not yet
obtained;
Consultant’s execution of and performance under this Agreement will not breach any oral or
written agreement with any third party or any obligation owed by Consultant to any third party
to keep any information or materials in confidence or in trust;
the Services, including without limitation any Deliverables required hereunder, will be free from
material errors or other defects and will substantially conform to any Specifications for such
Services and/or Deliverables;
the Work Product will be the original work of Consultant, and any persons involved in the
development of Work Product have executed (or prior to any such involvement, will execute) a
written agreement with Consultant in which such persons (a) assign to Consultant all right, title
and interest in and to the Work Product in order that Consultant may fully grant the rights and
assignments to The United States of America Government as provided herein and (b) agree to
be bound by confidentiality and non-disclosure obligations no less restrictive than those set
forth in this Agreement;
Consultant has the right to grant the rights and assignments granted herein, without the need
for any assignments, releases, consents, approvals, immunities or other rights not yet obtained;
the Services, Work Product, and Background Technology (and the exercise of the rights granted
herein with respect thereto) do not and will not infringe, misappropriate or violate any patent,
copyright, trademark, trade secret, publicity, privacy or other rights of any third party, and are
not and will not be defamatory or obscene;
neither the Work Product nor any element thereof will be subject to any restrictions or to any
mortgages, liens, pledges, security interests, encumbrances or encroachments;
in performing the Services, Consultant and its representatives will comply with all applicable
laws, orders and regulations of all governmental authorities having jurisdiction over this
Agreement and such Services; and
Consultant and its representatives who access or visit any facilities in performance of Services
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9. will observe all safety, security, and other regulations which have been established by the
owner of such facilities.
Indemnification
By Consultant. Consultant will indemnify and hold harmless, and at The United States of
America Government ’s request defend, The United States of America Government and its
affiliates, successors and assigns (and its and their officers, directors, employees, suppliers,
licensees, customers and agents) from and against any and all claims, losses, liabilities,
damages, settlements, expenses and costs (including without limitation attorneys’ fees and
court costs) which arise out of or relate to any breach (or claim or threat thereof that, if true,
would be a breach) of this Agreement by Consultant, including without limitation any breach or
alleged breach of any representation or warranty of Consultant set forth in Section 8.
Process. The United States of America Government will notify Consultant of any claim or
liability for which indemnification is sought (“Claim”), provided, however, that the failure to give
such notice will not relieve Consultant of Consultant’s obligations hereunder except to the
extent that Consultant was actually and materially prejudiced by such failure. The United States
of America Government may, at its option and expense, participate and appear on an equal
footing with Consultant in the defense of any Claim that is conducted by Consultant as set forth
herein. Consultant may not settle any Claim without the prior written approval of The United
States of America Government , which approval will not be unreasonably withheld or delayed.
From the date of written notice from The United States of America Government to Consultant
of any such Claim, The United States of America Government will have the right to withhold
from any payments due Consultant under this Agreement the amount of any defense costs, plus
additional reasonable amounts as security for Consultant’s obligations under this Section 8.
Insurance. During the term of this Agreement and for three (3) years thereafter, Consultant will
maintain in effect appropriate workers’ compensation, commercial general liability, errors and
omissions, and other forms of insurance, in each case with insurers reasonably acceptable to
The United States of America Government and with coverage limits sufficient to fully cover
performance of the Services and Consultant’s other obligations under this Agreement.
Miscellaneous
Independent Contractor. Nothing in this Agreement will in any way be construed to deem
Consultant as an agent, employee or representative of The United States of America
Government , and Consultant will perform the Services hereunder as an independent
contractor. Consultant agrees to furnish (or reimburse The United States of America
Government for) all tools and materials necessary to perform the Services, and will incur all
expenses associated with such performance, except as expressly provided in the applicable
Statement of Work. Consultant acknowledges and agrees that Consultant is obligated to report
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10. as income all compensation received by Consultant pursuant to this Agreement, and Consultant
agrees to and acknowledges the obligation to pay all self-employment and other taxes thereon.
Consultant further agrees to indemnify The United States of America Government and hold it
harmless to the extent of any obligation imposed on The United States of America Government
(a) to pay withholding taxes or similar items in connection herewith or (b) resulting from
Consultant’s being determined not to be an independent contractor.
Arbitration. Any claim, dispute or controversy among the parties arising out of or relating to
this Agreement, including the formation, interpretation, breach or termination thereof
(including whether the claims asserted are arbitrable), which cannot be satisfactorily settled by
the parties, will be referred to and finally and exclusively determined by binding arbitration
(“Arbitration”) upon the written request of any party. The Arbitration will be administered by
JAMS in accordance with the JAMS International Arbitration Rules (the “Rules”) under California
law, without resort to its conflicts of laws rules. The Arbitration will be conducted by one
arbitrator selected in accordance with the Rules. The place of the Arbitration will be San
Francisco, California. The Arbitration will be conducted in English. The Arbitration award will be
final and binding upon the parties, and judgment upon such award may be entered in any court
having jurisdiction thereof. The arbitrator’s award may include compensatory damages against
either party but under no circumstances will the arbitrator be authorized to nor will the
arbitrator award punitive damages against either party. Notwithstanding the above, either
party may seek injunctive relief in any court of competent jurisdiction against improper use or
disclosure of Confidential Information.
Governing Law. This Agreement will be governed by the laws of the State of California without
reference to its conflicts of laws provisions or state arbitration statutes.
Assignment. Consultant may not assign, delegate or otherwise transfer this Agreement or any
right or obligation hereunder without the prior written consent of The United States of America
Government . Any attempted assignment, delegation or other transfer by Consultant in
violation of this Section 10.4 will be void and of no effect. The United States of America
Government may assign or otherwise transfer this Agreement or any or all of its rights and
obligations hereunder without Consultant’s consent.
Equitable Relief. Consultant agrees that it would be impossible or inadequate to measure and
calculate The United States of America Government ’s damages from any breach of the
covenants set forth in Sections 2 or 3 herein. Accordingly, Consultant agrees that if Consultant
breaches Sections 2 or 3, The United States of America Government will have available, in
addition to any other right or remedy available, the right to obtain from any court of competent
jurisdiction an injunction restraining such breach or threatened breach and specific
performance of any such provision. Consultant further agrees that no bond or other security
will be required in obtaining such equitable relief and Consultant hereby consents to the
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11. issuance of such injunction and to the ordering of such specific performance.
Entire Agreement. This Agreement, together with Exhibit A and any executed SOWs, is the
entire agreement of the parties with respect to the subject matter hereof and supersedes any
prior agreements between them with respect to the subject matter hereof, including without
limitation any nondisclosure agreement previously entered into by the parties.
The United States of America Government ’s Name and Marks. Consultant is strictly prohibited
from using the names or marks of The United States of America Government and its owners
and affiliates in advertisements, marketing materials, product endorsements, press releases, or
any other publications, documentation, or announcements, including announcements about
this Agreement; and from photographing or videotaping during provision of the Services,
without The United States of America Government ’s prior express written consent.
Relationship with Contractors. In connection with The United States of America Government ’s
exercise of its rights granted hereunder, The United States of America Government may have
such rights exercised on its behalf by its affiliates, service providers and consultants.
Further Assurances. Upon either party’s reasonable request, the other party will promptly
execute and deliver such documents and instruments (and promptly perform such other acts)
that are, in the requesting party’s reasonable judgment, necessary or appropriate to effectuate
the purposes of this Agreement, including without limitation executing and delivering
documents and other instruments which may be recorded or filed and cooperating to effect
such recordation or filing.
Notices. Any notice under this Agreement will be addressed to the parties at the addresses set
forth at the beginning of this Agreement or such other address as either party may notify the
other of and will be deemed given upon delivery if personally delivered, or forty-eight (48)
hours after deposited in the United States mail (or other national mail system), postage
prepaid, registered or certified mail, return receipt requested.
Waiver. The waiver or failure to require the performance of any warranty, covenant, or
obligation contained herein will not be deemed to constitute a waiver of a similar later breach
of the same or any other warranty, covenant or obligation contained herein, and no such waiver
will be effective unless in writing.
Severability. If any provision or portion of this Agreement will be adjudged invalid or
unenforceable by a court of competent jurisdiction or by operation of any applicable law, such
provision or portion of this Agreement will be deemed omitted and the remaining provisions
and portions will remain in full force and effect.
Headings. The headings and titles hereof are included solely for convenience of reference and
will not control the meaning or interpretation of any of the provisions of this Agreement (or the
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12. exhibits hereto).
Counterparts. This Agreement may be executed in one or more counterparts, including without
limitation by facsimile or PDF signature, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
The United States of America Government , INC.
By: By:
Name: Name:
Title: Title:
EXHIBIT A
FORM OF STATEMENT OF WORK
STATEMENT OF WORK NO. [ ] UNDER THE
PROFESSIONAL SERVICES AGREEMENT
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