Client Account Packet

CLIENT ACCOUNT PACKET

Client and Account Information

Recitals

WHEREAS, Client Name: desires to obtain services related to the engagement described in this packet; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel, and resources to perform the services set forth below under the terms and conditions contained herein; and

WHEREAS, the parties wish to establish the terms governing their business relationship effective as of Effective Date:

Scope of Work

The Service Provider shall perform the services described below. Deliverables, acceptance criteria, and timelines are to be defined in writing and, where applicable, appended as statements of work. The parties acknowledge that deviations from the Scope of Work require mutual written agreement.

Payment Terms

Client agrees to pay the Service Provider the fees described below in exchange for the performance of the Scope of Work. All amounts are payable in United States dollars unless otherwise specified.

All late payments shall accrue interest at the rate provided above and the Client shall reimburse the Service Provider for reasonable collection costs, including attorneys' fees, incurred in enforcing payment obligations. The Service Provider may suspend performance for overdue invoices after providing ten (10) days' written notice.

Term and Termination

This Agreement commences 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 of its terms by the other party if the breaching party fails to cure the breach within thirty (30) days after receiving written notice specifying the breach. Termination for cause is effective immediately if the breach is incapable of cure. Upon termination, Client shall pay for all services performed and expenses incurred by Provider through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether in written, oral or electronic form, that is identified 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 publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt written notice and cooperates to seek a protective order or other appropriate remedy.

The receiving party shall (i) use Confidential Information solely for the performance of its obligations under this Agreement, (ii) limit access to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations in this section survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

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 agree that any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that State.

Independent Contractor; Indemnification; Insurance

The Service Provider is an independent contractor and not an employee, partner, or agent of the Client. Each party shall be responsible for its own acts and omissions and shall indemnify, defend and hold harmless the other party from third-party claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct. The Service Provider agrees to maintain commercial insurance coverage appropriate to the services provided and to provide evidence of such insurance upon reasonable request.

Entire Agreement; Amendments

This Packet, together with any Schedules or Statements of Work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment, modification or waiver must be in writing and signed by duly authorized representatives of both parties.

Additional Administrative Details

Representations and Certifications

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that execution and performance will not violate any agreement with third parties, and that any information provided to the other party in connection with this Packet is true, complete and accurate to the best of its knowledge.

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