Client Engagement Agreement

CLIENT ENGAGEMENT AGREEMENT

This Client Engagement Agreement (the Agreement) is entered into by and between:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform professional services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, qualifications and capacity to perform the services and is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their agreement with respect to the scope, compensation, term, confidentiality, and other terms governing the engagement.

1. SCOPE OF WORK

Service Provider shall perform the services described below (Services). The Services shall include all tasks, deliverables, and milestones set forth in the Scope of Work. Any material changes to the Scope of Work require prior written approval by Client and Service Provider.

2. COMPENSATION AND PAYMENT TERMS

Client shall pay Service Provider compensation as set forth below. Unless otherwise stated, compensation is exclusive of applicable taxes which Client shall pay where required by law.

All invoices are payable in United States dollars unless otherwise expressly agreed. Client shall reimburse Service Provider for reasonable out-of-pocket expenses pre-approved by Client. Service Provider may suspend performance if Client fails to pay undisputed amounts within fifteen (15) days of written notice of nonpayment.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Section, shall continue through the End Date.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) 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, pricing, and client lists.

The Receiving Party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

Confidential Information does not include information that: (i) is or becomes publicly available without breach by the Receiving Party; (ii) was rightfully in the Receiving Party’s possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to its pre-existing intellectual property, methodologies, and tools. Upon full payment of all fees due hereunder, Service Provider grants to Client a nonexclusive, nontransferable license to use deliverables provided under this Agreement for Client’s internal business purposes. Any third-party materials incorporated into deliverables remain subject to the third party’s license terms.

6. REPRESENTATIONS; INDEMNIFICATION; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Client agrees to indemnify and hold harmless Service Provider from and against claims arising out of Client’s use of the deliverables, Client-provided materials, or Client’s breach of this Agreement. Service Provider agrees to indemnify Client for claims arising from Service Provider’s gross negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider is responsible for all taxes and other withholdings on amounts paid under this Agreement and shall maintain appropriate insurance coverage.

8. 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. The parties agree that disputes will be resolved in the state and federal courts located within that State.

9. ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

10. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. Notices shall be deemed given when received by hand delivery, confirmed electronic delivery, or three (3) business days after deposit with the United States Postal Service, postage prepaid.

SIGNATURES

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