Client LOA Schedule

CLIENT LOA SCHEDULE

Parties and Recitals

Client Name:

Service Provider Name:

WHEREAS, Client desires to authorize specific actions, services and access in accordance with the terms of this Client LOA Schedule which supplements any underlying agreement between the parties effective as of ; and

WHEREAS, Service Provider has the expertise to perform the authorized actions described in this Schedule and will perform them subject to the scope, payment terms and confidentiality provisions set forth below.

Schedule Identification

Scope of Work

This Schedule authorizes the Service Provider to perform the actions described above on behalf of the Client limited to the locations, systems and accounts expressly identified in this Schedule and any exhibits incorporated herein.

Schedule Details

Primary Client Contact:

Primary Provider Contact:

Payment Terms

Total Authorized Amount:

Late Payment Fee (if payment not received within specified terms):

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Schedule for convenience upon days' prior written notice to the other party. Termination for material breach may be effected immediately if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party in connection with this Schedule and shall not use such Confidential Information except to perform obligations under this Schedule. “Confidential Information” means information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business processes, credentials, technical designs, client lists and pricing.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of any obligation owed to the disclosing party; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

Liability and Indemnity (Summary)

Except as expressly provided in the underlying agreement between the parties, each party’s liability arising out of or related to this Schedule shall be limited to direct damages and shall exclude consequential, incidental and punitive damages to the fullest extent permitted by law. The Service Provider shall indemnify and hold harmless the Client from claims arising from the Service Provider’s gross negligence or willful misconduct in performing the authorized services.

Governing Law; Entire Agreement

Governing Law:    Governing Jurisdiction:

This Schedule, together with the underlying agreement and any referenced exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, proposals, negotiations and communications, whether written or oral, relating to such subject matter. Any modification to this Schedule must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Client expressly authorizes the Service Provider to take the actions described in this Schedule only to the extent consistent with the Client’s internal policies and applicable law. Client approval is required for any deviation from the Scope of Work noted above unless otherwise agreed in writing.

Acknowledgment

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms of this Client LOA Schedule and warrant that each signatory is authorized to execute this Schedule on behalf of the party for which they sign.

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