Client Call Cycle Template

Client Call Cycle Template and Agreement

Parties and Recitals

This Agreement is entered into between Client Name: and Service Provider Name: (each a "Party" and together the "Parties") as of Effective Date: .

WHEREAS, Client requires recurring coordination, status reporting, and deliverable review meetings (the "Call Cycle") to support ongoing services and project objectives; and

WHEREAS, Service Provider has the personnel, expertise and resources to plan and facilitate the Call Cycle and to perform related coordination activities pursuant to the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the Parties agree as follows.

Scope of Work

Call Cycle Logistics

Primary Contact (Client): | Email: | Phone:

Meeting Frequency: | Day: | Time: | Duration:

Meeting Platform/Channel:

Deliverables and Follow-up

Escalation and Issue Management

Payment Terms

Compensation Amount: . Payment Schedule:

Invoices submitted by Service Provider are payable within days of invoice date. Late payments will incur interest at a rate of per month (18% per annum) on the unpaid balance, plus any reasonable collection costs incurred by the non-defaulting Party.

The Parties acknowledge that continued scheduling and facilitation of the Call Cycle is contingent on timely payment in accordance with this section.

Term and Termination

Term Start Date: . Term End Date: unless earlier terminated as set forth below.

Either Party may terminate this Agreement for convenience upon delivery of written notice to the other Party at least days prior to the intended termination date. Either Party may terminate for cause if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

Termination will not relieve the Client of its obligation to pay for services performed and expenses reasonably incurred through the effective date of termination.

Confidentiality

Each Party acknowledges that in the course of performing obligations hereunder it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Each Party shall (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) limit disclosure to such Party's employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those contained herein; and (iii) implement reasonable security measures to protect Confidential Information. Confidential Information shall not include information that is or becomes generally available to the public through no wrongful act of the receiving Party, was known to the receiving Party prior to disclosure, or is rightfully obtained from a third party without restriction.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of without regard to conflicts of law principles. The Parties will use good-faith negotiation to resolve any dispute arising out of or relating to this Agreement. If the Parties cannot resolve a dispute within 30 days, either Party may seek any remedies available at law or in equity.

Entire Agreement

This Agreement, including all attachments and referenced exhibits and any written change orders signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both Parties.

Miscellaneous Provisions

Relationship of Parties: The Parties are independent contractors. Nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship. Neither Party has authority to bind the other except as expressly provided in this Agreement.

Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except to a successor by merger or sale of substantially all assets, provided the successor assumes the assigning Party's obligations.

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