Client Engagement Proof Template

Client Engagement Proof Template

Client Name:   Service Provider Name:

Engagement Reference No.:   Date of Record:

WHEREAS

WHEREAS, Client Name: engaged Service Provider Name: to perform professional services described herein;

WHEREAS, the parties wish to record the material terms of the engagement and provide proof of the agreement on the material scope, compensation and term in accordance with the mutual commitments set forth below; and

WHEREAS, this document is intended to serve as contemporaneous proof of engagement, confirmation of services to be provided, and an evidentiary record of payment terms and termination provisions.

SCOPE OF WORK

PAYMENT TERMS

Late Payment Charge:   Outstanding balances shall accrue interest at the rate specified above and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to enforce payment.

TERM AND TERMINATION

Commencement Date: . Term Expiration Date: .

Either party may terminate this engagement for convenience upon written notice to the other party given not less than days prior to the intended termination date. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within days following receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party shall maintain as confidential and shall not disclose to any third party any Confidential Information disclosed by the other party in connection with this engagement. "Confidential Information" means non-public information marked or otherwise reasonably understood to be confidential. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than by a breach of this provision; (b) is lawfully received from a third party without breach of an obligation of confidentiality; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The parties agree to use Confidential Information solely for the purposes of performing obligations under this engagement and to limit access to personnel with a need to know.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This document, together with any referenced attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

PROOF ATTACHMENTS

The following documents are attached or contemporaneously delivered as proof of engagement (check all that apply):

Engagement Letter
Signed Proposal
Initial Invoice
Relevant Correspondence (emails or letters)

CERTIFICATION

By their signatures below, each party certifies that they are authorized to bind the party for whom they sign, that the facts set forth in this document are true and accurate to the best of their knowledge, and that this record constitutes valid proof of engagement as of the dates signed below.

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