Client Engagement Forms

CLIENT ENGAGEMENT AGREEMENT

This Client Engagement Agreement (the Agreement) is made effective as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain professional services described below, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the scope, compensation, confidentiality, terms and conditions, and dispute resolution provisions set forth herein constitute the entire understanding between the parties with respect to the subject matter of this Agreement.

WHEREAS, the parties acknowledge that prompt performance and clear allocation of responsibilities are essential to the successful delivery of services contemplated by this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Fee: Client shall pay Service Provider a total fee of $ for the services described in the Scope of Work. This fee covers the deliverables specified in this Agreement unless otherwise agreed in writing.

Invoicing and Due Date: Service Provider will submit invoices in accordance with the billing schedule. Unless otherwise stated on the invoice, amounts invoiced are due within days of invoice date.

Late Payment: Unpaid amounts shall accrue interest at % per month (or the maximum permitted by law), and a one-time late fee of $ may be applied to delinquent invoices. Client is responsible for reasonable collection costs, including attorneys' fees, for overdue accounts.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Client shall pay Service Provider for all work performed and approved expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach. Termination for cause does not limit any remedies available at law or in equity.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party that is designated 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, product ideas, pricing, marketing plans, customer lists, and trade secrets.

Obligations: The receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) 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; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was known to the receiving party prior to disclosure as shown by written records; (iii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Duration: The obligations in this Confidentiality provision shall continue for years following termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue as required by applicable law.

REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: 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.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within 30 days, the parties may pursue any remedies available at law or in equity in the courts of the state selected above.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendment: Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ADMINISTRATIVE INFORMATION

ENTITY TYPE

Client Entity Type: Individual Corporation Limited Liability Company (LLC) Partnership

Service Provider Entity Type: Individual Corporation Limited Liability Company (LLC) Partnership

MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign receivables or subcontract work so long as Service Provider remains responsible for performance.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as either party may designate by notice in accordance with this provision. Notice shall be deemed given upon personal delivery, confirmed overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

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