Client Engagement Document

CLIENT ENGAGEMENT AGREEMENT

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date:

Recitals

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

WHEREAS, the Service Provider represents that it has the experience, capability and personnel to perform the services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Payment Terms

Total Fee (not inclusive of reimbursable expenses):

Payment Due (number of days after invoice):

Late Payment Fee:  Minimum Late Fee:

Term and Termination

Commencement Date:   Termination Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date.

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

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") relating to business affairs, technical information, processes, pricing, proposals, customer lists, and other proprietary data, whether disclosed orally, in writing, or by inspection.

Obligations: The Receiving Party shall (i) use Confidential Information solely for the performance of this Agreement; (ii) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that (a) is or becomes generally known to the public without breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years, provided that trade secrets remain protected for as long as permitted by applicable law.

Intellectual Property and Deliverables

Ownership: Unless otherwise agreed in writing, the Service Provider shall retain ownership of all pre-existing intellectual property and methodologies. Upon payment in full for the applicable Services, the Service Provider assigns to the Client a perpetual, non-exclusive license to use deliverables created specifically for the Client under this Agreement for the Client's internal business purposes.

Third-Party Materials: Any third-party materials or open-source components incorporated into deliverables are subject to their respective licenses and are not assigned hereunder; the Service Provider will identify such components in writing.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party against third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for liability arising from gross negligence, willful misconduct, fraud or breach of confidentiality, neither party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall exceed the total fees paid by the Client to the Service Provider under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Miscellaneous

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, confirmed electronic delivery, or three (3) business days after deposit in certified mail.

Assignment: Neither party may assign or transfer this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid or unenforceable provision will be reformed to the extent permissible to reflect the parties' intent.

Entire Agreement

This Agreement, including any attachments and statements of work referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

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