Client Agreement Chloe Kim

Client Agreement Chloe Kim

Step 1 — Analysis

Document type: This is a bilateral client services agreement between a client and a service provider engaging professional services under the client name Chloe Kim. The agreement is structured as a short-form general business agreement for services, compensation, confidentiality, term and termination, and governing law.

Typical sections included: WHEREAS recitals identifying the parties and effective date; a Scope of Work describing services to be performed; Payment Terms setting fees, schedule and late fees; Term and Termination specifying start, end and notice periods; Confidentiality obligations; Governing Law and Entire Agreement clauses; signature block for two parties. The form requires identification fields for both parties, addresses, contact persons, and signature with dates.

Parties

Client Name:

Service Provider Name:

Effective Date:

Recitals (Whereas)

WHEREAS, Client desires to engage Service Provider to perform certain professional services described below, and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties desire to set forth their respective responsibilities, compensation, confidentiality obligations, and remedies in a written agreement to avoid misunderstandings and to provide for an orderly relationship for the term specified herein.

Scope of Work

Payment Terms

Total Fee (or Fee Rate):

Late Payment Fee:

Expenses: Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance. Reimbursable expenses shall be invoiced and paid in accordance with the schedule above.

Term and Termination

Term Commencement Date:

Termination Date (if applicable):

Notice Period for Termination: (either party may terminate for convenience with written notice as specified)

Termination for Cause: Either party may terminate immediately for material breach by the other party if the breaching party fails to cure within the notice period specified above, or where a party ceases to conduct business or becomes subject to insolvency proceedings.

Confidentiality

Definition: "Confidential Information" means nonpublic information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Obligations: Each recipient shall (a) use Confidential Information solely to perform or exercise rights under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was in recipient’s possession prior to disclosure without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the recipient without use of the disclosing party’s Confidential Information.

Compelled Disclosure: If recipient is compelled by law to disclose Confidential Information, recipient shall provide prompt written notice to the disclosing party (to the extent legally permitted) and reasonably cooperate to limit disclosure or obtain protective measures.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes arising under this Agreement.

Entire Agreement and Miscellaneous

Entire Agreement: This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

Amendment: No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in interest in connection with a sale of substantially all of its assets or a merger.

Remedies: The parties agree that a breach of the confidentiality provisions would cause irreparable harm for which monetary damages may be insufficient and that injunctive relief shall be an available remedy in addition to any other remedies at law or in equity.

Notices

Sign Now