Client Engagement Support Form

CLIENT ENGAGEMENT SUPPORT FORM

Parties and Engagement Overview

This Client Engagement Support Form (the Agreement) is entered into between Client Name: and Service Provider Name: effective as of Effective Date:

Project / Engagement Title:

WHEREAS

WHEREAS, Client requires support services and assistance in connection with the project described above; and

WHEREAS, Service Provider represents that it has the expertise, resources, and personnel necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

Scope of Work

Payment Terms

Total Fee (not inclusive of reimbursable expenses): $ . Client shall pay Service Provider in accordance with the schedule and methods set forth below.

Late Payment: Any undisputed amount not paid within days after the invoice due date shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client will also be responsible for reasonable collection costs, including attorneys' fees.

Taxes and Withholding: Fees do not include taxes. Each party is responsible for its own taxes and withholdings unless otherwise required by applicable law.

Term and Termination

Term Commencement Date: . Term End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. In addition, either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Effect of Termination: Upon termination, Client will pay Service Provider for all services performed and reasonable costs incurred through the effective date of termination. Service Provider will deliver to Client all work product completed to the date of termination and reasonable cooperation to transition work in progress.

Confidentiality

Definitions: "Confidential Information" means all nonpublic information disclosed by one party (the Disclosing Party) to the other (the Receiving Party), whether in oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, technical data, pricing, client lists, trade secrets, and proprietary methodologies.

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

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party, (b) was rightfully known by the Receiving Party prior to disclosure, (c) is received from a third party without restriction and without breach of an obligation to the Disclosing Party, or (d) is independently developed by the Receiving Party without use of 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, except with respect to trade secrets, which shall remain confidential for as long as they constitute trade secret information under applicable law.

Intellectual Property and Work Product

Ownership: Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Agreement upon full payment of all amounts due. Service Provider retains ownership of its pre-existing materials, methodologies, tools, know-how and generic templates. Where Service Provider incorporates pre-existing materials in deliverables, Service Provider grants Client a nonexclusive, royalty-free license to use such incorporated materials as part of the deliverable for Client's internal business purposes.

Representations, Warranties and Remedies

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable for consequential, incidental, special, punitive or exemplary damages. The aggregate liability of Service Provider arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law and 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 conflict of laws rules.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within thirty (30) days, the parties may pursue any available remedies in the courts located in the county of the governing jurisdiction designated above.

Entire Agreement and Amendments

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether written or oral.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Administrative and Contact Information

Representatives' Acknowledgment

The individuals signing below represent and warrant that they are authorized to bind their respective parties to the terms of this Agreement.

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