Client Contract CC-DEP

Client Contract CC-DEP

This Client Contract CC-DEP (the "Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to retain Provider to perform certain services as described herein and Provider represents that it has the skill, experience and resources necessary to perform such services in a professional manner; and

WHEREAS, Provider agrees to provide services to Client under the terms and conditions set forth in this Agreement and in accordance with the Scope of Work described below; and

WHEREAS, both parties desire to set forth herein their respective rights and obligations with respect to the engagement.

Scope of Work

Provider shall perform the services described below (the "Services"). Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the Services, Client shall pay Provider the fees and expenses set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at a rate of percent per month (or the maximum allowed by law, if lower). In addition, Client shall reimburse Provider for reasonable collection costs and expenses.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience by providing the other party with written notice at least days prior to the effective date of termination. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Receiving Party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes public through no breach by Receiving Party; (ii) is rightfully obtained from a third party without confidentiality obligations; or (iii) is independently developed without use of Confidential Information.

The obligations of confidentiality shall continue for years following termination or expiration of this Agreement, unless a longer period is required by applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to any deliverables or work product created specifically for Client under this Agreement (the "Deliverables"). Provider retains ownership of Provider's pre-existing materials, tools, methodologies, know-how and general skills, and grants Client a nonexclusive license to any such materials incorporated into the Deliverables solely to the extent necessary for Client's use of the Deliverables.

Independent Contractor; Insurance

Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Provider is solely responsible for all taxes, insurance and benefits arising from performance of the Services. Provider shall maintain appropriate insurance coverage for its operations and will provide evidence of such insurance upon reasonable request.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from that indemnifying party's breach, negligence or willful misconduct. Except for liabilities arising from a party's gross negligence, willful misconduct or breaches of confidentiality or intellectual property obligations, neither party shall be liable to the other for consequential, incidental or punitive damages, and aggregate liability shall be limited to the amounts paid or payable under this Agreement for the twelve (12) 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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in for resolution of disputes arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All 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 either party may designate by written notice to the other. Notices shall be deemed given upon personal delivery, three (3) business days after deposit with a nationally recognized overnight courier, or five (5) business days after deposit in the U.S. mail, postage prepaid.

Additional Provisions

Provider is engaged as an independent contractor and not as an employee of Client.

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