Client Action Needed Form

CLIENT ACTION NEEDED FORM

RECITALS

WHEREAS, Client Name: (the "Client") has engaged Service Provider Name: (the "Provider") to perform services described below; and

WHEREAS, the Provider requires timely action from the Client to permit performance, prevent delay, and to trigger agreed payment obligations; and

NOW, THEREFORE, the parties agree that the Client shall complete the actions identified in this form in accordance with the terms and conditions set forth below, effective as of Effective Date: , .

ACTION REQUEST SUMMARY

Reference ID:   Priority Level:

Summary of required client action: Complete the items listed below and provide required supporting materials by the due dates indicated. Failure to comply may result in delays, additional charges, or modification of scheduled services.

SCOPE OF WORK

ACTION ITEMS (Complete and return)

1.   Due:

2.   Due:

3.   Due:

PAYMENT TERMS

Due on:

TERM AND TERMINATION

This request is effective from Start Date: until End Date: , unless earlier terminated as provided herein.

CONFIDENTIALITY

The Client and Provider each acknowledge that in connection with the actions described herein they may receive Confidential Information. "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 agrees to (a) use Confidential Information solely to perform its obligations under this form; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information except to employees or contractors who need access to perform the obligations and who are bound by confidentiality obligations no less restrictive than these. Exceptions include information that is or becomes publicly known other than by breach, independently developed without reference to Confidential Information, or required to be disclosed by law with prior notice to the disclosing party where permitted.

GOVERNING LAW

This Form and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of State: , without regard to choice of law rules.

ENTIRE AGREEMENT

This Form, together with any attachments or referenced exhibits expressly incorporated herein, constitutes the entire agreement between the Client and Provider with respect to the subject matter and supersedes all prior and contemporaneous negotiations, representations, or agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

CLIENT ACKNOWLEDGMENT

By signing below, the Client acknowledges receipt of this Client Action Needed Form, agrees to complete the actions and provide any required documentation by the stated due dates, and understands that failure to comply may result in delay, additional fees, or suspension of services as set forth above.

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