Client Esignature Agreement

CLIENT ESIGNATURE AGREEMENT

This Client Esignature Agreement (the "Agreement") is made as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to engage Provider to perform the services described herein, and Provider agrees to provide such services pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to permit execution, delivery and retention of documents by electronic means and to establish the terms under which electronic signatures will be used and relied upon by each party;

WHEREAS, the parties intend that electronic signatures shall have the same force and effect as handwritten signatures and agree that communications and records related to the transactions governed by this Agreement may be created, signed and maintained in electronic form.

SCOPE OF WORK

PAYMENT TERMS

Fee for Services: $ payable in accordance with the schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Payment Due: Invoices are due within days of receipt. Late Payment: Any amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

Late Fee (if agreed):

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing 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 15 days after receipt of notice specifying the breach.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party 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"). Confidential Information shall not include information that is (i) or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the disclosing party's Confidential Information. Each party shall use at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

ELECTRONIC SIGNATURES AND RECORDS

The parties agree that signatures transmitted by electronic means, including but not limited to scanned images of signatures, typed names in signature blocks, or signatures captured through an electronic signature platform, shall be deemed original signatures and shall be enforceable as if they were original ink signatures. The parties further agree that electronic records and signed documents may be retained in electronic form and that such electronic copies constitute admissible evidence of the underlying agreement.

By checking the box below, the signatory expressly consents to conduct transactions electronically and acknowledges the ability to receive, access, and retain electronic records:

I consent to the use of electronic signatures and electronic delivery of documents related to this Agreement.

I acknowledge that I can access, receive and retain the electronic records in the format provided and that withdrawing consent may affect the parties' ability to transact electronically.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, discussions, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

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 Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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