Client Appointment Scope Form

CLIENT APPOINTMENT SCOPE FORM

This Client Appointment Scope Form (the "Agreement") is entered into by and between:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional services related to appointments and related coordination as set forth in this Agreement; and

WHEREAS, Service Provider has represented that it has the experience, personnel, and capacity to perform the services described in this Agreement on the terms provided herein; and

WHEREAS, the parties intend that this Agreement define the scope of the appointment, the payment terms, the duration of engagement and the obligations of the parties.

Effective Date:

SCOPE OF WORK

The Service Provider shall perform the following services in connection with the Client appointment. The description below shall govern the parties' obligations unless amended in writing and signed by both parties.

APPOINTMENT DETAILS

Appointment Date:    Time:

Appointment Type: In-person Virtual Telephone

PAYMENT TERMS

Total Fee for Services: $

Late Payment: A late fee of % per month on overdue amounts will apply, computed from the due date until paid in full. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

Reimbursable Expenses: Client will reimburse reasonable, documented out-of-pocket expenses

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the effective date of termination. Termination for material breach shall be effective upon written notice if the breach is not cured within thirty (30) days following receipt of notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given its nature. Confidential Information excludes information that: (a) is or becomes generally known to the public through no wrongful act of the receiving party; (b) was known to the receiving party prior to disclosure; (c) was rightfully received by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) 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 reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination or written request, the receiving party shall return or destroy Confidential Information, except where retention is required by law.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Client retains ownership of Client-provided materials. Service Provider retains ownership of pre-existing materials and proprietary tools. Work product created specifically for Client under this Agreement shall be owned by . If intellectual property ownership is transferred, such transfer shall be documented in a separate written instrument.

LIMITATION OF LIABILITY

Except for claims arising from willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of each party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws rules. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between executives. If unresolved, disputes shall be submitted to binding arbitration in accordance with the applicable arbitration rules chosen by the parties, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

MISCELLANEOUS

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

Amendment: Any amendments or modifications to this Agreement must be in writing and signed by both parties. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices: 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 a party may designate in writing.

ADDITIONAL TERMS

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