Client E-sign Packet

CLIENT E-SIGN PACKET

This Client E-sign Packet (the Agreement) is entered into on by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client Name: desires to obtain certain services from Service Provider Name: ; and

WHEREAS, Service Provider has the experience and capability to perform the services described below under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to memorialize their agreement in writing and to permit electronic execution and delivery of this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below.

Late Payment: Any unpaid amount shall accrue interest at the rate of percent per month (or the maximum rate permitted by law, if lower), calculated monthly on the outstanding balance. Client shall also reimburse reasonable collection costs and attorneys' fees incurred in enforcing payment.

TERM AND TERMINATION

Term Commencement: This Agreement commences on and shall continue until , unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial or other information disclosed by a party that is designated confidential or that a reasonable person would understand to be confidential given its nature.

Non-Disclosure: Each party shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict access to its employees, agents and contractors with a need to know for performance of this Agreement; and (c) not disclose Confidential Information to any third party without prior written consent, except as required by law. This obligation shall survive termination for a period of three (3) years.

Exceptions: Confidential Information does not include information that is or becomes publicly available without breach, was in the receiving party's possession prior to disclosure, is rightfully obtained from a third party without restriction, or is independently developed.

ELECTRONIC SIGNATURE AND DELIVERY

Consent to Electronic Transactions: By checking the box below, each party consents to the use of electronic signatures, acknowledges that electronic signatures are legally binding, and agrees that electronic delivery of this Agreement and related documents shall have the same force and effect as physical delivery.

I consent to electronic signature and delivery of this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, either party may pursue any available remedies in a court of competent jurisdiction.

WARRANTIES AND LIMITATION OF LIABILITY

Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. Any amendment must be in writing and signed by both parties.

NOTICES

CERTIFICATION

By signing below, each signatory certifies that they are authorized to enter into this Agreement on behalf of the party for which they sign, that the information provided in this packet is true and correct, and that they consent to electronic execution and retain a copy of the executed Agreement.

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