Adoption Service Contract

ADOPTION SERVICE CONTRACT

This Adoption Service Contract (the "Agreement") is entered into as of , by and between Adoption Agency Name: with principal address at (hereinafter "Agency"), and Client Name: with address at (hereinafter "Client").

RECITALS

WHEREAS, Agency is duly licensed and experienced in providing professional services related to domestic and international adoptions, case coordination, counseling, and placement assistance; and

WHEREAS, Client desires to retain Agency to provide adoption-related services as set forth in this Agreement and Agency agrees to perform such services under the terms and conditions hereinafter contained; and

WHEREAS, the parties intend that the services and obligations described in this Agreement will be performed in compliance with applicable laws and ethical standards governing adoption services.

SCOPE OF WORK

Agency shall provide professional adoption services for Client, which may include case assessment, home study coordination, counseling, matching assistance, facilitation of legal paperwork, coordination with birth parents when appropriate, placement support, and post-placement services as required by law.

PAYMENT TERMS

Client agrees to pay Agency fees in consideration for services rendered under this Agreement according to the schedule below. All payments shall be in United States currency unless otherwise agreed in writing.

Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, commencing ten (10) days after the due date. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the start date set below and shall continue until the earlier of the completion of services described in the Scope of Work or the end date below, unless sooner terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than prior to the effective termination date.

Agency may terminate this Agreement immediately upon written notice if Client materially breaches this Agreement, fails to pay fees when due, or engages in conduct that jeopardizes the welfare of a child or the legal integrity of the adoption process. In the event of termination by Agency for cause, Client shall remain liable for fees and expenses incurred through the effective date of termination.

CONFIDENTIALITY

The parties acknowledge that in the course of providing and receiving services they will have access to confidential information, including identifying information of birth parents, adoptive parents, medical, psychological, financial, and social history, and proprietary case materials ("Confidential Information"). Each party shall: (a) maintain the confidentiality of such information; (b) limit disclosure to employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations; and (c) not use Confidential Information except to perform obligations under this Agreement or as required by law.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was known to the receiving party prior to disclosure by the disclosing party; or (iii) is rightfully obtained from a third party without restriction. If a receiving party is compelled by lawful process to disclose Confidential Information, it shall provide prompt notice to the disclosing party to permit intervention or protective measures.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

The parties agree to attempt good-faith negotiation of disputes arising under this Agreement. If negotiation fails, the parties shall submit the dispute to mediation before pursuing litigation. Unless otherwise agreed in writing, any litigation shall be filed in the state or federal courts located in the county where Agency maintains its principal place of business.

REPRESENTATIONS; COMPLIANCE

Each party represents and warrants that it has full authority to enter into this Agreement and to perform its obligations hereunder. Agency represents that it will provide services in compliance with applicable licensing standards and statutory requirements governing adoption. Client represents that all information provided to Agency is true and complete to the best of Client's knowledge.

ENTIRE AGREEMENT

This Agreement, together with any executed attachments or addenda signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification of this Agreement shall be effective unless made in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by written notice).

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be unenforceable, the remainder of the Agreement will remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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