Client Engagement Opt In Form

CLIENT ENGAGEMENT OPT IN FORM

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional services as described in this Agreement, and Service Provider has represented that it has the qualifications, experience, and ability to provide such services in a professional manner; and

WHEREAS, the parties wish to document the terms under which Client may opt in to the services on the Effective Date of and according to the Scope of Work set forth below;

WHEREAS, the parties intend that this Opt In Form, together with any attachments and confirmed statements of work, will constitute a binding agreement governing the engagement between Client and Service Provider.

SCOPE OF WORK

The Service Provider shall perform the services described below. Client acknowledges that the scope may be amended only by written agreement signed by both parties.

PAYMENT TERMS

Client agrees to pay Service Provider for services performed as set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Invoices are payable within the payment period specified above. Unpaid amounts shall accrue interest as specified in the Late Payment Fee provision and may be recovered through collection proceedings; Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date specified below, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party does not cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) hold Confidential Information in strict confidence; (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 who are bound by confidentiality obligations no less protective than those set forth herein.

The foregoing obligations shall not apply to information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective relief.

By checking this box, Client acknowledges and agrees to the confidentiality obligations set forth above.

OPT-IN CONSENTS

The Client elects to opt in to the engagement and authorizes the Service Provider to commence work as described herein upon receipt of any required initial payment and satisfaction of preconditions set forth in the Scope of Work.

Client opts in to the engagement under the terms set forth in this Agreement.

Client consents to receive contractual notices and invoices electronically at contact information provided.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles.

The parties agree to attempt in good faith to resolve disputes arising under this Agreement through negotiation. If negotiation fails, the parties may pursue mediation or binding arbitration as mutually agreed, or any party may seek equitable relief where appropriate.

ENTIRE AGREEMENT

This Agreement, including any attachments, statements of work, or accepted proposals incorporated by reference, 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. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

CONTACT INFORMATION

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