Client eSign Form

CLIENT ESIGN FORM

This Client eSign Form (the "Agreement") is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

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

WHEREAS, Service Provider Name: represents that it has the experience and ability to perform such services on the terms set forth below;

WHEREAS, the parties wish to memorialize their mutual obligations, payment terms, confidentiality and governing law provisions in a binding written agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee (USD): . Payment shall be made pursuant to the schedule set forth below and invoiced in accordance with the Payment Schedule.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by applicable law, plus all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Start Date: . Term End Date: . Either party may terminate this Agreement for convenience upon giving days' prior written notice to the other party.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence and shall not use or disclose to any third party any Confidential Information disclosed by the other party (the "Disclosing Party") except as necessary to perform obligations under this Agreement. "Confidential Information" includes, without limitation, business plans, pricing, trade secrets, technical data, and customer information, but excludes information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in any lawful effort to limit disclosure.

The obligations under this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years.

ADDITIONAL PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all assets with prior written notice.

Amendments: This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

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.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

ACKNOWLEDGMENTS AND CONSENTS

The parties agree that electronic signatures shall have the same force and effect as original signatures and that delivery of an executed signature page by electronic transmission shall be effective to bind the party. By checking the box below, each party expressly consents to the use of electronic signatures for this Agreement.

Client consents to electronic signature and transmission

Service Provider consents to electronic signature and transmission

PARTY CONTACT INFORMATION

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