Client Management Document

CLIENT MANAGEMENT DOCUMENT

This Client Management Document (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires management services relating to client relations, project coordination and performance oversight, and desires to engage Service Provider to perform such services under the terms of this Agreement.

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the services described herein and agrees to perform those services in a professional and timely manner in accordance with applicable law and industry standards.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement of Service Provider by Client.

SCOPE OF WORK

Service Provider will perform client management services as set forth below and in any written statement of work executed by the parties. Services shall include, without limitation, client intake, ongoing client communication, scheduling, reporting, escalation management, and coordination of third‑party vendors as required to fulfill Client's objectives.

DELIVERABLES AND SCHEDULE

Service Provider shall deliver the services and any deliverables in accordance with the schedule agreed by the parties. Milestones, acceptance criteria and delivery dates shall be specified in individual statements of work or project addenda executed by both parties.

PAYMENT TERMS

Client shall pay Service Provider for services performed in the amounts and at the times set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing. Late payments shall accrue interest as specified herein and Service Provider may suspend services for nonpayment in accordance with this Agreement.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon giving days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice of breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non‑public information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is identified as confidential or that by its nature should reasonably be considered confidential. Service Provider shall (i) hold Confidential Information in strict confidence; (ii) not use Confidential Information except as necessary to perform the services; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. The obligations in this Section shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify and hold harmless the other party from and against any losses, claims, damages or liabilities (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct or gross negligence. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any statements of work and attachments expressly incorporated herein, 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. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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