Client Management IntercedeCM

CLIENT MANAGEMENT AGREEMENT — INTERCEDECM

Parties

This Client Management Agreement (the Agreement) is entered into as of between Client Name: whose principal place of business is (Client), and Service Provider Name: (IntercedeCM or Provider).

Recitals

WHEREAS, Client engages IntercedeCM to provide client management services, including client intake, relationship management, record maintenance, and periodic reporting as further defined below; and

WHEREAS, IntercedeCM represents that it has the personnel, expertise, systems, and experience necessary to perform the services described in this Agreement and will perform those services in a professional manner in accordance with applicable industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which such services will be provided.

Scope of Work

Payment Terms

Client shall pay Provider the fees set forth below for the Services. The fee structure, invoicing schedule, and remedies for late payment are as follows.

Upfront retainer due on execution of this Agreement     Monthly installments     By milestone as set forth in Milestones

Invoices are due and payable within days of receipt. Unpaid amounts shall accrue interest at % per month, or the highest rate permitted by law, whichever is less. Client shall also reimburse Provider for reasonable out-of-pocket expenses pre-approved in writing.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within 30 days after written notice. Termination shall not relieve Client of its obligation to pay for Services rendered and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form 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. Confidential Information excludes information that: (a) is or becomes generally available to the public other than as a result of disclosure by the receiving party; (b) was in the receiving party's possession prior to receipt from the disclosing party without restriction; (c) is rightfully received by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) take reasonable measures to protect such Confidential Information; and (iii) not disclose Confidential Information to any third party except as necessary for performance, subject to confidentiality obligations no less protective than those herein. The obligations set forth in this Section shall continue for years following termination or expiration of this Agreement.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation between senior representatives. If negotiation fails, the parties agree that any unresolved dispute shall be submitted to mediation prior to the initiation of any legal proceeding. If mediation does not resolve the dispute, either party may seek equitable or legal relief in a court of competent jurisdiction in the specified governing state.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Provider during the twelve (12) months preceding the claim.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgment

The undersigned each represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for whom they sign and that by signing below they bind that party to the terms of this Agreement.

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