Client Document 2024

CLIENT DOCUMENT 2024

Parties

Recitals

WHEREAS, Client Name: desires to engage the Service Provider to perform the services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience and resources to perform such services; and

WHEREAS, the parties wish to set forth their agreements, effective as of Effective Date: , .

Scope of Work

The Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The parties acknowledge that the description below summarizes the principal obligations and that details, specifications, and deliverables are as set forth herein.

Payment Terms

Client shall pay the Service Provider for the Scope of Work a total fee of USD, payable as follows:

All undisputed invoices are due within days of invoice date. Late payments shall incur interest at the lesser of (i) or (ii) the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: , and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receiving written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient"), 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, including business plans, technical data, trade secrets, customer lists, pricing, and deliverables.

Recipient shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes generally available to the public through no fault of Recipient, independently developed by Recipient without use of Confidential Information, or rightfully obtained from a third party without restriction.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law. Remedies for breach shall include injunctive relief and any other remedies available at law or in equity.

Governing Law; Entire Agreement

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 state and federal courts located in such state for any action arising out of or relating to this Agreement.

This Agreement, including any Schedules or Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral. Any amendment or modification must be in a signed writing by both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party's obligations. The invalidity of any provision shall not affect the remainder of this Agreement, which shall be enforced to the maximum extent permitted by law.

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing below is authorized to bind that party.

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