Client Delivery Document

CLIENT DELIVERY DOCUMENT

Parties

Recitals

WHEREAS, Client Name: requires delivery of goods and/or services as described herein; and

WHEREAS, Service Provider Name: possesses the capacity and expertise to provide such delivery; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Client Delivery Document, the parties agree as follows.

Scope of Work and Deliverables

Description of deliverables, delivery milestones, and acceptance criteria. Provide detailed description of work to be performed, format of delivered materials, and measurable acceptance standards.

Payment Terms

Compensation to Service Provider for accepted deliverables shall be as set forth below. Client shall pay invoices in U.S. dollars unless otherwise agreed in writing.

All payments due under this document shall be made to the payee identified on the invoice. If Client disputes any portion of an invoice in good faith, Client shall notify Service Provider in writing within the invoice due period and pay any undisputed amounts; the parties shall use commercially reasonable efforts to resolve disputes promptly.

Term and Termination

This Client Delivery Document commences on Start Date: and, unless earlier terminated, expires on End Date: .

Either party may terminate this document for convenience upon prior written notice to the other party provided at least Notice Period: days in advance. Either party may terminate for material breach that remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of payment obligations for deliverables accepted prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence, (b) use it solely for the purposes of performing obligations under this document, and (c) restrict disclosure to its employees and contractors with a need-to-know who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is (i) already known to the receiving party without obligation of confidentiality, (ii) becomes publicly known through no breach by the receiving party, (iii) is rightfully received from a third party without obligation of confidentiality, or (iv) is independently developed. The obligations in this section shall survive termination for a period of three (3) years, except trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Acceptance; Risk of Loss

Deliverables shall be deemed accepted upon Client's written confirmation of conformity to the acceptance criteria specified in the Scope of Work or upon Client's failure to provide written rejection and reasons within Acceptance Period: days after delivery. Risk of loss transfers to Client upon delivery to the delivery location except as otherwise agreed in writing.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this document and to perform its obligations. Service Provider warrants that deliverables will materially conform to the specifications set forth in the Scope of Work for a period of ninety (90) days following acceptance. Client's sole and exclusive remedy for breach of the foregoing warranty shall be re-performance or, if re-performance is not commercially practicable, refund of fees paid for the nonconforming deliverable.

Governing Law and Dispute Resolution

This Client Delivery Document 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 exclusive venue for any litigation arising out of or relating to this document shall be the state and federal courts located in that state, and each party hereby submits to the personal jurisdiction of those courts.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct in connection with performance under this document. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party's aggregate liability shall exceed the total fees actually paid by Client to Service Provider under this document.

Entire Agreement

This document, including all Attachments and Schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification of this document must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this document shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing, and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid.

Execution

The parties hereto have executed this Client Delivery Document by duly authorized representatives as of the dates set forth below.

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