Client Commitment Contract

Client Commitment Contract

Parties

Recitals

WHEREAS, Client Name: seeks to obtain professional services described below; and

WHEREAS, Service Provider Name: represents that it has the expertise and capacity to provide such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth their mutual obligations, payment terms, confidentiality requirements, and remedies in a binding written agreement effective as of the Effective Date set forth above.

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner. The scope below describes the primary obligations but may be supplemented by written exhibits or statements of work executed by both parties.

Payment Terms

Client shall pay Service Provider for the services described above in accordance with the following terms.

All payments are due within the timeframe set forth in the Payment Schedule. Client shall be responsible for reasonable costs of collection, including attorneys' fees, for overdue balances.

Term and Termination

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 Notice Period: prior to the effective termination date. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice of such breach.

Upon termination, Client shall pay Service Provider for work performed up to the effective date of termination and for any non-cancellable commitments made in good faith. Service Provider shall deliver any completed work and reasonable work in progress for which Client has paid.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public business, technical, financial, or customer information disclosed by one party to the other in any form. Each party agrees: (a) to use Confidential Information solely for performance under this Agreement; (b) to protect Confidential Information with at least the same degree of care it uses to protect its own similar information, but in no event less than reasonable care; and (c) not to disclose Confidential Information to any third party except to employees, contractors, or advisors who have 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) is or becomes publicly available through no breach of this Agreement, (ii) was known to the receiving party prior to disclosure as shown by written records, (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, or (iv) is required to be disclosed by law, regulation or court order, provided the receiving party gives prompt notice and reasonably cooperates to limit disclosure.

Limitation of Liability; Representations

Each party represents that it has the authority to enter into this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF THE CONFIDENTIALITY OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR SIX (6) MONTHS.

Governing Law and Dispute Resolution

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 agree that any dispute arising under this Agreement shall first be addressed through good faith negotiation between senior representatives, and if unresolved, shall be resolved by binding arbitration in accordance with the arbitration rules selected by the parties, conducted in the county of the governing law state unless otherwise agreed in writing.

Entire Agreement; Amendment

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party designates in writing.

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