Client Agreement for CJZA LIQ

CLIENT AGREEMENT FOR CJZA LIQ

This Client Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider: CJZA LIQ, Business Name: .

WHEREAS

WHEREAS, Client desires to engage CJZA LIQ to perform certain services described in this Agreement, and CJZA LIQ is willing to perform such services on the terms and conditions set forth herein.

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, and other matters relating to the services to be provided.

SCOPE OF WORK

CJZA LIQ shall provide the services and deliverables described below. Client and CJZA LIQ acknowledge that the deliverables shall conform to the specifications and schedule set forth herein.

PAYMENT TERMS

Client shall pay CJZA LIQ the fees for services as set forth below. All fees are exclusive of taxes, which shall be the responsibility of the party required by applicable law to remit such taxes.

Invoices submitted by CJZA LIQ shall be due and payable within days of receipt, unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at percent per month (or the maximum rate permitted by law, if less). In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred in connection with overdue amounts.

TERM AND TERMINATION

The Term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for the other party's material breach if such breach is not cured within days after written notice. Either party may terminate without cause upon days' prior written notice.

Upon termination, Client shall pay CJZA LIQ for all services performed and approved expenses incurred through the effective date of termination, and CJZA LIQ shall deliver or, at Client's direction, destroy confidential materials as required by this Agreement.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each recipient shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to employees, contractors, or agents having a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that (i) was known to the recipient without restriction at the time of disclosure; (ii) becomes publicly known through no wrongful act of the recipient; (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. Upon written request or termination, recipient shall return or destroy the disclosing party's Confidential Information and certify such destruction upon request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

Relationship of the Parties: CJZA LIQ is an independent contractor and shall not be deemed an employee, partner, or joint venturer of Client. Neither party may assign this Agreement without the prior written consent of the other, except that CJZA LIQ may assign to an affiliate or successor.

Indemnification: Each party shall indemnify, defend, and hold the other harmless from any third-party claims arising out of that party's breach of representations, warranties, or obligations under this Agreement, except to the extent caused by the other party's gross negligence or willful misconduct.

NOTICES

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