Client Inclusions PA Document

CLIENT INCLUSIONS PA DOCUMENT

This Client Inclusions PA Document (the Agreement) is entered into between Client Name: and Provider Name: . Effective Date: .

WHEREAS

WHEREAS, Client requires certain deliverables, materials and services to be provided and/or supplied by Provider, including but not limited to the inclusions listed below; and

WHEREAS, Provider represents that it has the expertise, capacity, and authority to supply the included items and to perform the work described in this Agreement in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the specific inclusions, payment terms, term and termination rights, and confidentiality obligations applicable to the parties’ relationship with respect to the project identified as: .

SCOPE OF WORK

CLIENT INCLUSIONS (PA)

The following items, materials and services are included by Provider as part of the Agreement. Each inclusion is subject to the description and limits set forth in the corresponding detail field. Selections and descriptions below constitute a binding part of the scope.

Additional inclusions may be added by mutual written amendment, signed by authorized representatives of both parties, specifying the inclusion details and any resulting change to fees or schedule.

PAYMENT TERMS

Total Contract Amount: $

Deposit required upon execution: $ . Balance payable per payment schedule above. Balance due date (if applicable): .

Late payments shall incur a late fee of , calculated on the outstanding amount from the date due until paid in full. In addition, Provider may suspend performance for non-payment after providing written notice in accordance with the notice provisions below.

TERM AND TERMINATION

Term Commencement Date: . Expected Termination Date: .

Either party may terminate this Agreement for convenience upon days’ prior written notice to the other party. Termination for material breach may be effected by the non-breaching party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Client remains responsible for payment for all inclusions delivered and work performed through the termination date, and Provider shall promptly return any Client property or funds not yet expended in accordance with the scope.

CONFIDENTIALITY

Each party (the Receiving Party) shall maintain in strict confidence all non-public information and materials disclosed by the other party (the Disclosing Party) that are designated confidential or which, by their nature, should reasonably be understood to be confidential (Confidential Information). Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The Receiving Party shall restrict disclosure of Confidential Information to those of its employees, agents or subcontractors with a need to know, and shall ensure such persons are bound by confidentiality obligations at least as protective as those set forth herein. Upon written request or upon termination of this Agreement, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party, except to the extent retention is required by applicable law or retained solely as encrypted archival backup.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in the jurisdiction specified above for any action arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and any 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, representations and understandings, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Representations and Warranties: Each party represents that it has the full power and authority to enter into and perform its obligations under this Agreement. Provider represents that inclusions and services will be performed in a professional manner consistent with industry standards.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of a party shall not exceed the total fees paid by Client to Provider under this Agreement for the specific scope that gave rise to the claim.

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