Client Disclosure Packet

CLIENT DISCLOSURE PACKET

Client Name:    Provider Name:

Recitals

WHEREAS, Client desires to engage Provider to perform professional services as described in this Client Disclosure Packet and related Scope of Work; and

WHEREAS, Provider represents that Provider has the experience, personnel, and resources necessary to provide the services and has disclosed any material relationships or conflicts of interest to Client as set forth herein; and

WHEREAS, the parties intend for this document to describe material fees, data handling practices, limitations of liability, and other disclosures required prior to the commencement of services effective as of .

Scope of Work

The Provider shall perform the services and deliverables described below. The parties agree that the description below sets forth the initial scope and that any material change will be documented and agreed in writing.

Payment Terms

Client shall pay Provider in accordance with the amounts and schedule specified below. All fees are stated in U.S. dollars unless otherwise noted. Provider's invoices shall itemize services rendered, applicable taxes, and reimbursable expenses.

Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Client is responsible for all reasonable collection costs, including attorneys' fees, for overdue balances.

Term and Termination

This agreement commences on the Start Date and continues until the End Date or until earlier termination as provided herein. Start Date: ; End Date: .

Either party may terminate this agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination for cause may be immediate if the non‑breaching party provides written notice and the breaching party fails to cure the breach within fifteen (15) days of receipt of such notice, where curable.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non‑public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") and shall not use such information except as necessary to perform under this agreement. Confidential information does not include information that (a) was known to the Receiving Party without restriction prior to disclosure, (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 by the Receiving Party without use of the Disclosing Party's confidential information. The Receiving Party may disclose confidential information to its employees, agents, and subcontractors who have a need to know, provided such persons are bound by confidentiality obligations no less protective than those herein.

Data Handling & Client Materials

Provider will collect, store, process, and retain Client materials and data only as necessary to perform the services and in accordance with applicable privacy and data protection obligations. Client grants Provider a limited license to use Client materials solely for the performance of services. Provider shall implement reasonable administrative, technical, and physical safeguards to protect such data.

Conflicts of Interest and Disclosures

Provider discloses the following relationships, referrals, or material interests that may reasonably be considered a conflict of interest. If none, state "None."

Limitation of Liability

Except for breaches of confidentiality or willful misconduct, each party's aggregate liability for claims arising out of or related to this agreement shall be limited to the total fees actually paid by Client to Provider under this agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for incidental, consequential, punitive, or special damages.

Governing Law

This Client Disclosure Packet and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the state selected by the parties. Governing State:

Entire Agreement

This document, together with any written amendments or work orders signed by both parties, constitutes the entire agreement between Client and Provider regarding the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, proposals, and representations. No modification shall be effective unless in writing and signed by both parties.

Acknowledgments & Certifications

By signing below, Client acknowledges receipt of this Client Disclosure Packet, certifies that Client has had the opportunity to ask questions and obtain clarifications, and represents that the information provided to Provider is true and complete to the best of Client's knowledge.

 Consent to receive communications electronically regarding services, invoices, and disclosures.
 Consent to Provider's processing of Client data as necessary to perform services.
 Acknowledge receipt of conflict disclosures and fee schedule above.

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 a party may specify in writing. Notice is effective upon delivery by hand, one (1) business day after deposit with an overnight courier, or three (3) business days after deposit in the U.S. mail.

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