Acknowledgement Signatures Form

ACKNOWLEDGEMENT SIGNATURES FORM

Client Name:     Service Provider Name:

Effective Date:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain services and deliverables as described in the Scope of Work below and Service Provider represents that it has the experience, personnel and resources necessary to perform such services in accordance with this Form;

WHEREAS, the parties intend that this Acknowledgement Signatures Form memorialize the parties' mutual acknowledgement and acceptance of the material commercial, confidentiality and term provisions governing their relationship;

WHEREAS, the parties agree that execution of this Form by authorized representatives constitutes binding acceptance of the terms set forth herein and authorizes commencement of the services described in the Scope of Work on the Effective Date.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in exchange for the services provided under this Form. All amounts are due in U.S. dollars unless otherwise stated.

All invoices submitted by Service Provider shall include sufficient detail to identify deliverables, dates and hours (if applicable). Payments not received when due shall accrue the late fee set forth above and Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Form shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this section.

Either party may terminate this Form for convenience upon providing the notice period set forth above. Termination for cause may be immediate where a party materially breaches any obligation and the breach remains uncured for ten (10) calendar days following written notice specifying the breach.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in strict confidence all Confidential Information disclosed by the other party (the Disclosing Party). Confidential Information includes non-public business, technical and financial information, trade secrets, and other information clearly designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

The Receiving Party shall not use Confidential Information for any purpose other than performance under this Form, shall restrict access to those employees or contractors who require access to perform the services, and shall not disclose Confidential Information to third parties without prior written consent. The Receiving Party's obligations under this clause shall survive termination of this Form for a period of unless a longer statutory period applies.

GOVERNING LAW

This Form and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for any dispute unresolved by negotiation.

ENTIRE AGREEMENT

This Form, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

ACKNOWLEDGEMENT

By signing below, each signatory represents and warrants that they are duly authorized to execute this Form on behalf of the party for which they sign, that they have read and understood all terms herein, and that their signature constitutes a binding obligation of the party.

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