Client Information Guide

CLIENT INFORMATION GUIDE

Effective Date:   Client Name:   Service Provider:

RECITALS

WHEREAS, Client requires professional services and administrative collaboration as described in this Guide and in the Scope of Work; and

WHEREAS, Service Provider represents that it has the experience, qualifications, and personnel to perform the services described herein and will render such services in accordance with the terms of this Guide; and

WHEREAS, the parties desire to set forth the terms governing the engagement, information exchange, confidentiality, payment, and termination.

CLIENT CONTACT INFORMATION

SCOPE OF WORK

The parties agree that the Service Provider will perform the following services, deliverables, and responsibilities. The description below governs the operational work plan and measurable deliverables.

PAYMENT TERMS

Total Fee:   Currency:

Late Payment Charge:   Invoice Delivery Method:

All fees are exclusive of taxes and other governmental charges. Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses. Service Provider's failure to invoice does not constitute a waiver of the right to payment so long as invoices are submitted within 180 days of the expense or service.

TERM AND TERMINATION

Term Start Date:   Term End Date:

Either party may terminate this engagement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" includes non-public business, financial, technical, and client data disclosed by either party in connection with this engagement. Receiving party shall:

(a) maintain Confidential Information in strict confidence using at least the same degree of care it applies to its own confidential information but not less than a reasonable standard of care; (b) use Confidential Information solely to perform obligations under this Guide; and (c) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt written notice to allow the disclosing party to seek protective measures.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Guide and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Guide shall not exceed the total fees paid by Client to Service Provider under this Guide during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Guide shall be governed by and construed in accordance with the laws of the jurisdiction identified by the parties below, without regard to conflict of law principles. Governing Jurisdiction:

ENTIRE AGREEMENT

This Guide, together with any attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, proposals, and communications, whether written or oral. Any amendment must be in writing signed by authorized representatives of both parties.

REQUIRED DOCUMENTS

The Client shall provide the following items prior to commencement of services. Check each provided document.

Proof of Identification (government issued)

Proof of Address (utility bill or similar)

Signed Engagement Letter

Insurance Certificate (if applicable)

By checking the box below and signing this Guide, Client acknowledges receipt of this Client Information Guide and agrees that the information provided is accurate and complete to the best of Client's knowledge.

Client acknowledges receipt and accuracy of provided information

MISCELLANEOUS PROVISIONS

Notices required under this Guide shall be in writing and delivered to the addresses provided in this Guide or to such other address as either party may specify in writing. If any provision is held invalid, the remaining provisions shall remain in full force and effect. Neither party may assign this Guide without the prior written consent of the other, except to a successor by merger or sale of substantially all assets.

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