Acknowledgement and Consent Form

ACKNOWLEDGEMENT AND CONSENT FORM

Parties

Recitals (WHEREAS)

WHEREAS, Service Provider is engaged in the business of providing the services and deliverables described below; and

WHEREAS, Client desires to retain Service Provider to perform such services and to receive, and hereby provides, the acknowledgements and consents set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to performance, payment, confidentiality and consent in a written agreement.

Scope of Work

The Service Provider shall perform the services and deliverables described below in accordance with the terms of this Acknowledgement and Consent Form.

Payment Terms

Client will pay Service Provider the fees set forth below in consideration for the services rendered. Unless otherwise specified in writing, all payments are non-refundable.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the End Date unless earlier terminated in accordance with this Section.

Effective Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to termination.

Material breach: Either party may terminate immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within 15 days after receipt of written notice.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a disclosing party to a receiving party that is identified as confidential or that, given the nature of the information or the circumstances, reasonably should be considered confidential. Receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exceptions: Confidential Information does not include information that is or becomes publicly available other than by the receiving party's breach, was known to the receiving party prior to disclosure, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

  I acknowledge and agree to the confidentiality provisions set forth above.

Acknowledgement and Consent

By signing below, the undersigned acknowledges receipt of the Scope of Work and Payment Terms and provides the following consents and acknowledgements:

  I consent to the Service Provider performing the services described in the Scope of Work and accept responsibility for timely payment in accordance with the Payment Terms.

  I consent to the collection, use, and processing of personal data reasonably necessary for the performance of services and related administrative purposes, subject to the Confidentiality provisions of this Agreement.

  Where applicable, I consent to necessary background or reference checks required to perform the services, and I authorize disclosure of relevant results to the Service Provider for the purpose of engagement.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of , excluding that State's conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification is effective unless in writing and signed by duly authorized representatives of both parties.

Certification

The undersigned represents and warrants that they are authorized to enter into this Agreement on behalf of the party for whom they sign, that they have read and understand this Agreement, and that their signature constitutes a binding obligation of the party in accordance with the terms herein.

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