Client Instruction Form

Client Instruction Form

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires that Service Provider perform services and provide deliverables in accordance with the terms and instructions set forth in this Client Instruction Form and any attachments thereto;

WHEREAS, Service Provider represents that it has the necessary experience, personnel and resources to perform the requested services in a professional manner; and

WHEREAS, the parties intend that this document constitute the binding instructions and agreement governing the scope, schedule, payment, confidentiality and termination of the arrangement as of the Effective Date set forth below.

Effective Date

Effective Date:

Scope of Work

Describe services, deliverables, acceptance criteria, milestones, and any materials to be provided by Client. Attach additional schedules as necessary.

Payment Terms

Total Fee:

Invoicing Frequency:

Late Payment Fee: — Late fee applies to any unpaid balance not paid within days of invoice due date.

Payment Method (select applicable): Wire transfer Check Card on file

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this engagement for convenience upon written notice delivered at least days prior to the intended termination date. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure within days after receipt of notice describing the breach.

Confidentiality

Each party agrees to hold in confidence all proprietary or confidential information disclosed by the other party in connection with this engagement, whether disclosed orally, in writing, or by inspection, and to use such information only for the purpose of performing its obligations under this Form. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, that was known to the receiving party prior to disclosure, or that is independently developed without reference to the disclosing party's confidential information.

The obligations in this section survive termination for a period of from the effective date of termination.

Client Instructions & Authorizations

The Client expressly authorizes Service Provider to perform the services described in the Scope of Work and to retain subcontractors where reasonably necessary. Client acknowledges responsibility to provide timely access to information and personnel as required for performance.

Client authorizes Service Provider to: Charge card on file Retain subcontractors Share non-confidential materials with affiliates

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into and perform this agreement, that its performance will comply with applicable law, and that it will not knowingly infringe the intellectual property rights of third parties in connection with performance of the Scope of Work.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations, neither party will be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or related to this agreement will not exceed the total fees paid by Client to Service Provider under this agreement during the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Form and any dispute arising out of or relating to it will be governed by the laws of the State of without regard to conflict of law principles. The parties will first attempt to resolve disputes by good faith negotiation; if unresolved within 30 days, disputes shall be submitted to binding arbitration in accordance with the parties' agreement to arbitrate.

Entire Agreement

This Client Instruction Form, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations and communications, whether written or oral. No amendment will be binding unless executed in writing by authorized representatives of both parties.

Notices

Attachments

Attachment A: Scope Schedule —

Attachment B: Fee Schedule —

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