Acknowledgment Terms Template

ACKNOWLEDGMENT TERMS TEMPLATE

This Acknowledgment of Terms (the Agreement) is entered into by the parties identified below as of the Effective Date set forth herein. Client Name: and Provider Name: acknowledge and agree to the terms described in this document.

WHEREAS

WHEREAS, Provider Name represents that it will perform services or deliverables described in the Scope of Work below in accordance with industry standards and the schedule agreed by the parties;

WHEREAS, Client Name desires to engage Provider Name and Provider Name agrees to provide such services under the terms, conditions and acknowledgments set forth in this Agreement;

WHEREAS, the parties intend that this written acknowledgment constitute a binding agreement setting forth payment terms, confidentiality obligations, and other material terms of their relationship.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount:

Late Payment Fee:

All payments shall be made in lawful currency to the account designated by Provider Name. Client Name shall be responsible for any bank fees or transfer charges incurred.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach by either party shall be effective immediately if the breaching party fails to cure the breach within thirty (30) days of receipt of written notice of such breach.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as expressly permitted by this Agreement. "Confidential Information" means non-public information disclosed in any form 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 does not include information that (a) is or becomes generally known to the public other than by breach of this Agreement, (b) was known to the Receiving Party prior to disclosure as demonstrated by written records, (c) is disclosed to the Receiving Party by a third party having the right to disclose it, or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations or exercise its rights under this Agreement and shall take reasonable measures to protect Confidential Information, but in no event less than reasonable care.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules. Venue for any action arising out of this Agreement shall be in the state or federal courts located in the same state.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties and understandings, whether written or oral, relating to that subject matter. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

ACKNOWLEDGMENT

By signing below, each party acknowledges that it has read, understands, and agrees to be bound by the terms and conditions of this Agreement and that the person signing on behalf of a party is duly authorized to bind that party.

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