Client Knowledge Template

CLIENT KNOWLEDGE TEMPLATE

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

WHEREAS

WHEREAS, Client retains specialized knowledge, records, technical information, and business context (collectively, "Client Knowledge") necessary for the Provider to perform the services described below; and

WHEREAS, Provider has the expertise to analyze, document, and apply Client Knowledge for the purpose of delivering the services and deliverables set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Client will disclose, and Provider will use and protect, Client Knowledge in connection with the Scope of Work.

SCOPE OF WORK

CLIENT INFORMATION

PAYMENT TERMS

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve the Client of payment obligations for services performed prior to termination.

CONFIDENTIALITY

All Client Knowledge disclosed to Provider, whether oral, written, electronic, or observed, shall be treated as Confidential Information. Provider shall: (a) use Confidential Information solely for the performance of the Scope of Work; (b) restrict disclosure to employees, contractors, and agents who have a strict need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; (c) implement reasonable administrative, physical, and technical safeguards to protect Confidential Information from unauthorized access, use, or disclosure; and (d) promptly notify Client upon discovery of any unauthorized access or disclosure.

Confidential Information does not include information that (i) is or becomes publicly known through no act or omission of Provider; (ii) is lawfully received from a third party without breach of an obligation of confidentiality; (iii) was known to Provider prior to disclosure by Client as evidenced by contemporaneous written records; or (iv) is independently developed by Provider without use of or reference to Client's Confidential Information.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Client retains all right, title, and interest in Client Knowledge and any pre-existing intellectual property. Provider shall own any new intellectual property it creates independently of Client Knowledge; however, Provider grants Client a non-exclusive, perpetual, worldwide license to any deliverables that incorporate Client Knowledge to the extent necessary for Client to use the deliverables for their intended purpose.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents that it has the full right and authority to enter into this Agreement. Client represents that it has the rights necessary to disclose Client Knowledge as contemplated herein. Provider warrants that its performance will be performed in a professional manner consistent with industry standards. Provider agrees to indemnify, defend, and hold harmless Client from third-party claims resulting from Provider's negligent handling of Client Knowledge or breach of confidentiality, except to the extent such claims arise from Client's negligence or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality provisions and agree that injunctive relief is an appropriate remedy in addition to any other remedies available at law or in equity.

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