Client Agreement Justina Miles

CLIENT AGREEMENT — JUSTINA MILES

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

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain professional services described in this Agreement; and

WHEREAS, Service Provider has the experience, skill, and personnel necessary to provide the services and is willing to perform such services under the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider will perform the services and deliverables specified below. The parties acknowledge that a clear description of services reduces the risk of dispute and that any material changes shall be memorialized in writing and signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the compensation set forth below in consideration for the services rendered. All fees are payable in United States dollars and are exclusive of applicable taxes unless otherwise stated.

Payments not received within days of invoice due date shall accrue interest at the lesser of the following rates: (a) % per month, compounded monthly; or (b) the maximum rate permitted by law. Client is also responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for 15 days following written notice describing the breach. Upon termination, Client shall pay for all services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, or electronic, that is identified as confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Confidentiality obligations shall remain in effect for a period of years following termination or expiration of this Agreement, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law. Confidential Information does not include information that: (i) is or becomes public through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in any lawful attempt to limit disclosure.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE ACT GIVING RISE TO THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

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