Acknowledgment of Receipt Signed AOR

ACKNOWLEDGMENT OF RECEIPT (SIGNED AOR)

RECITALS

WHEREAS, Provider Name: provides professional services, materials and related deliverables to other persons and entities; and

WHEREAS, Recipient Name: has requested and accepted delivery of the items and services described below and agrees to the terms governing such receipt; and

WHEREAS, Effective Date: this Acknowledgment of Receipt memorializes the transfer and the parties' obligations arising from that transfer.

ITEMS ACKNOWLEDGED

The Recipient hereby acknowledges receipt on the Effective Date of the following items (check all that apply) and any associated documentation:

Executed contract(s) and amendments Physical goods, equipment, or materials Services performed or in-progress deliverables Confidential information or proprietary materials Other (see details)

SCOPE OF WORK / DELIVERABLES

The Provider shall perform the work and deliver the items described below. This Scope of Work defines the deliverables, acceptance criteria, and related obligations of the parties.

PAYMENT TERMS

Total Amount Due:

Deposit Amount (if any):   Balance Due Date:

Late Payment Fee:   applied to overdue amounts and interest shall accrue thereafter at the stated monthly rate until paid in full.

TERM AND TERMINATION

Commencement Date:   Termination Date:

Either party may terminate this Agreement for material breach if such breach remains uncured for a period of days after written notice. Termination for convenience by either party requires prior written notice of days.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in any form, whether oral, written, electronic or physical, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes trade secrets, business plans, financial data, technical specifications, and deliverables.

The Receiving Party shall: (a) use Confidential Information only for the purposes of performing under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations in this paragraph survive for a period of years after termination or expiration of this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Disclosing Party is given prompt written notice and the Receiving Party cooperates reasonably to limit disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties hereby 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 Acknowledgment of Receipt, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

CERTIFICATION OF RECEIPT

The undersigned Recipient certifies that the items and/or services identified above were received in satisfactory condition as of the Effective Date, unless otherwise noted in writing. Acceptance of deliverables does not waive any express or implied warranties or remedies available under this Agreement.

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