Client Contract Revised CC

CLIENT CONTRACT REVISED CC

Parties

This Agreement is entered into by and between:

WHEREAS

WHEREAS, Client requires certain professional services and has retained Service Provider to perform services described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services in a competent and timely manner under the terms and conditions set forth below.

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

Scope of Work

Service Provider shall perform the services described below. The parties may amend the scope only by a written change order signed by authorized representatives of both parties.

Payment Terms

In consideration for Services rendered, Client shall pay Service Provider as set forth below. Unless otherwise specified, all fees are stated in United States dollars and are exclusive of applicable taxes.

Late Payment Fee: If any undisputed amount due under this Agreement is not received by Service Provider within days after the due date, interest shall accrue at per month (or the maximum rate permitted by law, if lower), in addition to any collection costs and attorneys' fees reasonably incurred.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. 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 specifying the breach.

Confidentiality

Each party acknowledges that, in connection with performance under this Agreement, it may obtain access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in written, electronic or oral form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party agrees (a) to hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not to use Confidential Information for any purpose other than performing its obligations under this Agreement; 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 at least as protective as those herein. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, was already known by the receiving party without restriction, or is rightfully obtained from a third party without breach of any obligation of confidentiality.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's negligent acts, willful misconduct, or breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this section.

Governing Law; Dispute Resolution

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 agree to use good faith negotiation to resolve disputes. If a dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration in accordance with the commercial arbitration rules then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

Entire Agreement

This Agreement, including all exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification or waiver of any provision of this Agreement must be in writing and signed by both parties.

Severability and Assignment

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

Acknowledgement

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The individuals signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

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