Client Contract

CLIENT CONTRACT

This Client Contract (the Agreement) is entered into as of Effective Date: by and between Client Name: , with principal place of business at , and Service Provider Name: , with principal place of business at .

Recitals

WHEREAS, Client desires to obtain certain services described below from Service Provider and has engaged Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services in a professional manner and agrees to perform such services for the compensation and upon the terms set forth herein; and

WHEREAS, the parties intend that this Agreement set forth the complete terms of their relationship with respect to the services described herein.

Scope of Work

Service Provider shall perform the work and deliverables described below (the Services). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for the Services as follows. All fees are exclusive of taxes, which shall be paid by Client unless a valid exemption applies.

Service Provider shall submit invoices in accordance with the Payment Schedule. Invoices are payable within days of receipt unless otherwise specified. Payments shall be made to the account identified by Service Provider on each invoice.

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus all costs of collection, including reasonable attorneys' fees. Late fee:

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of 14 days after written notice, or immediately for insolvency or bankruptcy of the other party.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information only 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 need to know and are bound by confidentiality obligations no less protective than those herein. Obligations of confidentiality do not apply to information that is publicly known through no breach of this Agreement, already known by the receiving party prior to disclosure, independently developed, or rightfully obtained from a third party without restriction. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, transferable, worldwide license to use deliverables specifically created for Client under this Agreement. Service Provider retains ownership of pre-existing materials and tools used in performing the Services; Service Provider grants Client a non-exclusive license to such pre-existing materials only to the extent incorporated into deliverables. Any third-party software or components remain subject to their license terms.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from claims, damages, and liabilities arising from its negligent acts or willful misconduct. Except for willful misconduct or breach of confidentiality, and except for indemnification obligations, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amount paid to Service Provider under this Agreement during the twelve months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment to this Agreement shall be effective unless set forth in a written instrument signed by authorized representatives of both parties.

Miscellaneous

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, except to an affiliate or successor in connection with a merger or sale of substantially all assets. If any provision is held invalid, the remainder shall remain in full force and effect.

Notices under this Agreement shall be sent to the addresses set forth below or to such other address as a party may designate in writing.

Sign Now