Client Disclosure Documents

CLIENT DISCLOSURE DOCUMENTS

Parties and Identifying Information

Recitals

WHEREAS, Client seeks professional services from Provider and requires a transparent disclosure of material relationships, fees, risks, and the scope of services to be performed; and

WHEREAS, Provider is willing to provide the services described in this document subject to the terms, disclosures and limitations set forth below; and

WHEREAS, the parties intend that this document and any executed engagement letter or statement of work shall govern their relationship from the Effective Date set forth below.

Effective Date:

Scope of Work

Provider will perform the professional services described below. Any services outside this description require written amendment and additional compensation.

Mandatory Disclosures

The following disclosures are material to the engagement. Provider hereby discloses the following (check all applicable boxes and describe where required).

Provider has disclosed all known conflicts of interest that could materially affect the services.

Fee structure, billing practices, and any referral arrangements have been disclosed.

Provider has disclosed material relationships with third parties that relate to the engagement.

Provider may share Client information with identified third parties for purposes necessary to fulfill the Scope of Work.

Payment Terms

Total Fee (estimate or fixed):

Late Payment Fee (if unpaid after due date):

Client shall reimburse Provider for all reasonable, documented out-of-pocket expenses incurred in connection with the performance of services, provided such expenses are pre-approved in writing when required.

Term and Termination

Term Start Date:

Term End Date or Event:

Either party may terminate this engagement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Provider may terminate immediately for material breach by Client, nonpayment, or conduct that materially impairs delivery of services.

Confidentiality

Each party shall maintain in confidence all non-public information obtained from the other party that is designated confidential or that ought reasonably to be treated as confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) was known to the receiving party prior to disclosure without restriction; (b) becomes publicly available through no fault of the receiving party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Liability and Representations

Provider will perform services using reasonable care and skill in accordance with industry standards. Except as expressly set forth herein, Provider disclaims all other warranties, express or implied. To the extent permitted by law, Provider's aggregate liability to Client for any claim arising out of this engagement shall not exceed the total fees paid by Client to Provider under this agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes.

Entire Agreement and Amendments

This document, together with any executed statements of work or engagement letters expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. No amendment to this agreement is effective unless made in writing and signed by authorized representatives of both parties.

Acknowledgment and Client Consent

By signing below, Client acknowledges receipt of these disclosures, confirms understanding of the disclosures checked above and the terms set forth in this document, and consents to Provider's performance of services pursuant to the Scope of Work and Payment Terms.

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