Client Engagement Package

CLIENT ENGAGEMENT PACKAGE

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

WHEREAS

WHEREAS, Client Name: seeks to obtain professional services described herein; and

WHEREAS, Service Provider Name: represents that it has the expertise and resources to perform such services on the terms set forth in this Agreement;

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

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The description constitutes the primary scope and deliverables for which fees will be paid.

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of $ (the Fee) in consideration for the full performance of the Scope of Work.

Deposit: A non-refundable deposit of $ is due upon execution unless otherwise agreed in writing.

Invoicing and Payment Terms: Service Provider will submit invoices in accordance with the Payment Schedule. Unless otherwise stated on the invoice, Client shall pay each undisputed invoice within days of receipt.

Late Payment: Overdue amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client is responsible for reasonable costs of collection, including attorneys' fees.

Expenses: Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in performance of the Scope of Work upon submission of receipts.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement without cause upon 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 this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party relating to business, technology, processes, pricing, customer data, and other proprietary information that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall hold Confidential Information in strict confidence, shall not use Confidential Information except to perform its obligations under this Agreement, and shall not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

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 lawfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is rightfully obtained from a third party without breach of any obligation of confidentiality.

Duration: The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY; DELIVERABLES

Ownership of Work Product: Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to final deliverables specifically produced for Client under this Agreement (Work Product) upon Client's full payment of all fees due. Service Provider retains ownership of its pre-existing materials, methodologies, and know-how, and grants Client a non-exclusive, non-transferable license to such pre-existing materials only to the extent incorporated into the Work Product.

Background IP and Third-Party Materials: If Deliverables incorporate third-party materials, Service Provider shall obtain and maintain at its expense any licenses necessary for Client's use and shall disclose such third-party components in writing.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, or claims based on infringement of third-party intellectual property rights, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be submitted to the exclusive jurisdiction of the state and federal courts located in the governing state.

ENTIRE AGREEMENT; AMENDMENTS

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 and supersedes all prior and contemporaneous agreements, understandings, and representations. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

All notices must be in writing and delivered to the addresses below by personal delivery, certified mail, or commercial courier. Notice is effective upon receipt.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture, or agency relationship.

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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