Client Agreement CADP

Client Agreement CADP

This Client Agreement CADP (the "Agreement") is made and entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires services in connection with the CADP program and related activities described in this Agreement; and

WHEREAS, Provider represents that it has the necessary qualifications, personnel, and experience to provide the services described herein and agrees to perform such services in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services for Client.

1. Scope of Work

Provider shall perform the services and deliverables described below. Provider shall provide qualified personnel, supervision, and all necessary materials, unless otherwise stated.

2. Payment Terms

Client shall pay Provider for all services rendered in accordance with the fees and schedule set forth below. All fees are due in United States dollars unless otherwise agreed in writing.

Unpaid amounts not received within thirty (30) days of the invoice due date shall accrue interest at the rate specified above, or the maximum rate permitted by law, whichever is less. Client is responsible for all reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue 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 thirty (30) days after receipt of written notice specifying the breach. Provider may suspend performance immediately if Client fails to pay fees when due. Termination shall not relieve Client of its obligation to pay for all services performed and costs incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether oral, written, electronic, or other tangible form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

The Receiving Party shall: (a) protect Confidential Information with at least the same degree of care as it protects its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was in the Receiving Party's possession prior to disclosure by the Disclosing Party; (iii) is rightfully received by the Receiving Party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party to allow the Disclosing Party to seek protective relief.

5. Indemnification and Insurance

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Provider shall maintain commercial liability insurance in amounts customary for the services provided and shall provide certificates upon reasonable request.

6. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in , .

7. Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the parties at the addresses set forth below, by personal delivery, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

9. Miscellaneous

Relationship of the Parties: Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties. Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business assets. Severability: If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

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