Client Customer Expectations

CLIENT CUSTOMER EXPECTATIONS

Client Name:    Service Provider Name:

WHEREAS

WHEREAS, the Client seeks to obtain certain services and expects defined standards of performance, communication, and deliverables from the Service Provider; and

WHEREAS, the Service Provider has represented that it possesses the experience, personnel, and resources necessary to meet the Client’s expectations as set forth in this document and agrees to comply with the obligations, schedules, and quality standards herein; and

WHEREAS, the parties desire to record in writing the Client’s expectations and related business terms so as to avoid misunderstandings and to provide a baseline for performance and remedies.

SCOPE OF WORK

The Service Provider shall perform the services described above with reasonable skill, care and diligence consistent with industry standards. Deliverables shall be provided in the formats and within the milestones agreed by the parties. Any change to the scope of work must be documented in writing and signed by authorized representatives of both parties prior to implementation.

PAYMENT TERMS

Total Fee:    Currency:

Late Payment: If any undisputed payment is not received within days after the due date, a late fee of shall accrue on the outstanding balance, computed monthly, unless prohibited by applicable law. The Client shall be responsible for reasonable collection costs and legal fees incurred by the Service Provider to collect overdue amounts.

TERM AND TERMINATION

Start Date:    End Date/Anticipated Completion:

Either party may terminate this agreement for convenience upon providing days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical or financial information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually, or in writing, 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.

Obligations: The Receiving Party shall (a) use Confidential Information solely for the purposes contemplated by this document, (b) restrict disclosure to persons with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that is (i) publicly known through no fault of the Receiving Party, (ii) rightfully received from a third party without restriction, (iii) independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, or (iv) required to be disclosed by applicable law or court order, provided the Receiving Party gives prompt written notice and cooperates with efforts to limit the disclosure.

Duration: The confidentiality obligations described herein shall continue for a period of years from the date of disclosure, except with respect to trade secrets, which shall remain protected for so long as such information qualifies as a trade secret under applicable law.

Acknowledgement: The undersigned parties acknowledge that breach of confidentiality may cause irreparable harm that monetary damages cannot fully remedy, entitling the Disclosing Party to injunctive relief in addition to other remedies.

I acknowledge and agree to the confidentiality obligations stated above.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This document and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

Dispute Resolution: The parties agree to initially attempt to resolve disputes through good-faith negotiation between senior representatives. If unresolved within days, the parties may pursue mediation or other mutually agreed alternative dispute resolution procedures prior to instituting formal legal proceedings.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This document, together with any written exhibits or amendments signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, and communications, whether written or oral.

Amendment: No modification, amendment, or waiver of any provision of this document shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this document without the prior written consent of the other party, except that the Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this document is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Notices: All notices under this document must be given in writing to the contact information provided by each party and shall be deemed effective upon receipt.

SIGNATURES

By signing below, the undersigned representatives certify that they are authorized to bind their respective parties to the terms and expectations set forth in this document.

Sign Now