Client Hold Form

CLIENT HOLD AGREEMENT

This Client Hold Agreement (the "Agreement") is entered into as of Date: between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client has retained Service Provider to perform certain services under one or more service agreements described herein; and

WHEREAS, Client has requested that certain services, deliverables, or account activity be placed on hold for a defined period, and Service Provider is willing to accommodate such a hold subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, duration, billing treatment, and obligations applicable during any hold period.

SCOPE OF WORK / HOLD INSTRUCTIONS

HOLD DETAILS

Reason for Hold:

Requested hold start date:    Requested hold end date:

  Suspend all active services and new work orders during the hold period.
  Retain current deliverables in escrow or repository; no further development during hold.
  Maintain Client access to account and deliverables (no suspension of access).

PAYMENT TERMS DURING HOLD

While the hold is in effect, the billing treatment will be:

Amount to be paid during hold (if any): $    Payment schedule / cadence:

Late payment penalty:    If reduced billing is elected, reduced amount: $

Client acknowledges that any outstanding invoices not covered by the hold will remain due and collectible. Service Provider reserves the right to suspend access or deliverables if invoices are not paid according to this Agreement.

TERM AND TERMINATION

This hold shall commence on: and shall terminate on: unless earlier terminated in accordance with this section.

Either party may terminate the hold upon written notice to the other party given not less than days prior to the intended termination date. Termination of the hold does not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means any non-public business, technical, financial or marketing information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

The receiving party shall (i) use Confidential Information solely to effectuate the terms of this Agreement and to manage the hold, (ii) restrict disclosure to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall not apply to information that is or becomes publicly available through no fault of the receiving party, was rightfully received from a third party without restriction, or is independently developed.

If disclosure is compelled by law, the receiving party shall promptly notify the disclosing party (to the extent legally permitted) and cooperate in any effort to obtain confidential treatment or a protective order.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any referenced exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment, waiver or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

By signing below, the undersigned each represent and warrant that they are authorized to bind their respective party to this Agreement, that they have read and understand the terms hereof, and that they agree to be bound by its terms.

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