Client Care Document

CLIENT CARE DOCUMENT

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

WHEREAS

WHEREAS, Client Name: desires to engage the Service Provider to provide certain professional services and related deliverables as described in this Agreement;

WHEREAS, Service Provider Name: represents that it has the experience, qualifications and staff necessary to perform such services and to assist Client in achieving the objectives set forth herein;

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

Scope of Work

Service Provider shall perform the professional services and provide the deliverables described below. The work shall be performed in a professional and workmanlike manner, consistent with prevailing industry standards.

Payment Terms

Client shall pay Service Provider in accordance with the schedule and amounts set forth below. All monetary amounts are in U.S. dollars unless otherwise specified.

Late Payment: Any undisputed amount not paid within the invoice due period shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if less), beginning on the first day following the due date. In addition to interest, Client shall be responsible for reasonable collection costs and any applicable taxes.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days in advance. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means any non-public or proprietary information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, client lists, pricing, and operations.

Obligations: Recipient shall (a) maintain the confidentiality of Discloser's Confidential Information with at least the same degree of care it uses to protect its own confidential information and in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of Recipient; (ii) was lawfully in Recipient's possession prior to receipt from Discloser; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

Return or Destruction: Upon the Discloser's written request or upon termination of this Agreement, Recipient shall promptly return or destroy Discloser's Confidential Information and certify such destruction upon request.

Survival: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

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 consent to the exclusive jurisdiction and venue of the federal and state courts located in that state for any dispute arising out of or relating to this Agreement, except where mandatory law requires otherwise.

Entire Agreement

This Agreement, together with any attachments, exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

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