Client Duty of Care Agreement

CLIENT DUTY OF CARE AGREEMENT

Effective Date:    This Client Duty of Care Agreement ("Agreement") is entered into between Client Name: and Service Provider Name: (collectively, the "Parties").

Recitals

WHEREAS, Client has engaged Provider to perform professional services as described herein and Provider has the expertise, personnel, and resources to perform such services; and

WHEREAS, in connection with the engagement Provider will receive sensitive information and will perform duties requiring a standard of care appropriate to the services and reasonably necessary to protect Client interests; and

WHEREAS, the Parties wish to define the scope of services, payment, duty of care obligations, and other terms governing their relationship as set forth below.

Parties' Information

Scope of Work

Provider shall perform the services described above in a professional and timely manner, consistent with industry standards and the reasonable expectations of Client. Provider acknowledges an affirmative duty of care to exercise the level of skill, competence, and diligence ordinarily exercised by providers performing similar services.

Payment Terms

Late Payment: Invoices not paid within the stated payment period shall accrue interest at or the maximum lawful rate, whichever is lower. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

Term and Termination

Term Commencement Date: .    Term Expiration Date: .

Either Party may terminate this Agreement for convenience upon days' prior written notice. Either Party may terminate immediately for cause if the other Party materially breaches any obligation and fails to cure the breach within 10 days after written notice of such breach. Upon termination, Provider shall cease work, deliver completed work product, and Client shall pay all undisputed fees for work performed through the date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by Client to Provider, whether oral, written, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential. Provider shall (a) hold Confidential Information in strict confidence, (b) use at least the same degree of care to protect Confidential Information as Provider uses to protect its own confidential information, but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of Provider; (ii) was in Provider's possession prior to receipt from Client as shown by written records; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by Provider without use of or reference to Client Confidential Information.

Return or Destruction: Upon termination or upon Client's written request, Provider shall promptly return or destroy Confidential Information and certify in writing within days that such return or destruction has occurred.

Liability; Indemnification

Provider's liability for direct damages arising from Provider's performance under this Agreement shall be limited to the total amounts paid by Client to Provider under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim. Neither Party shall be liable for incidental, consequential, special, punitive or exemplary damages. Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's gross negligence or willful misconduct in providing the services.

Governing Law and Dispute Resolution

This Agreement 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 jurisdiction and venue for any dispute shall be the state or federal courts located in that State, and each Party submits to the personal jurisdiction of those courts.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both Parties.

Miscellaneous

Assignment: Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that Provider may assign to a successor by merger or sale of substantially all its assets.

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

Notices: All notices required or permitted under this Agreement must be in writing and delivered to the contact information set forth above or to such other address as either Party designates in writing.

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