Block Hour Services Agreement

Block Hour Services Agreement

This Block Hour Services Agreement (the "Agreement") is entered into as of Effective Date: between the parties identified below.

Parties

Recitals

WHEREAS, Client Name: requires services on an as-needed basis and desires to retain Service Provider to perform services under a prepaid or invoiced block-hours arrangement; and

WHEREAS, Service Provider Name: represents that it has the personnel, experience, and capacity to provide those services under the terms and conditions set forth herein.

Scope of Work

The Service Provider shall perform professional services as requested by Client and accepted by Service Provider, subject to the limitations of the purchased block hours. Specific tasks, deliverables, and acceptance criteria will be documented in Work Requests issued by Client and acknowledged in writing by Service Provider. Work Requests shall reference the remaining block hours balance and estimated hours required for each request.

Block Hours and Payment Terms

Client agrees to purchase a block of hours to be used for services described above. The parties agree the initial purchase and billing mechanics are as follows:

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law from the date due until paid in full. If Client disputes any portion of an invoice in good faith, Client shall timely pay undisputed amounts and the parties shall cooperate to promptly resolve the dispute.

Prepaid at execution    Billed as hours are consumed

Unused block hours will not be refundable except as expressly set forth in this Agreement. If parties agree to a refund or pro rata credit, terms must be documented in writing. Hours consumed will be recorded and reported by Service Provider on each invoice or usage report.

Term and Termination

The term of this Agreement begins on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for hours performed or irrevocably committed by Service Provider prior to termination.

Confidentiality

"Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Intellectual Property; Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing materials, methodologies, tools and know-how. Client shall own deliverables specifically commissioned under this Agreement, subject to full payment, excluding Service Provider's pre-existing materials and third-party materials. Service Provider grants Client a non-exclusive, non-transferable license to use any retained materials embedded in deliverables solely for Client's internal use.

Representations and Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, disputes shall be finally resolved by arbitration in the governing state under commercial arbitration rules chosen by the parties, unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, together with any executed Work Requests and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all its assets. If any provision is held invalid, the remainder shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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