Client Meeting Minutes

Client Meeting Minutes and Agreement

Client Name:    Service Provider Name:

Project / Engagement:

WHEREAS (Recitals)

WHEREAS, Client has engaged Service Provider to provide professional services in connection with the Project identified above and the parties convened a meeting to review scope, deliverables, timelines, and commercial terms; and

WHEREAS, during the meeting the parties discussed and agreed on certain material terms and actions which the parties intend to memorialize in these Meeting Minutes and to incorporate into the binding agreement provisions set forth below;

NOW, THEREFORE, the parties agree that the meeting record and the agreement clauses below constitute the mutual understanding of the parties as of the Meeting Date and will govern the parties' relationship with respect to the matters described herein.

Meeting Details

Meeting Date:    Start Time:    End Time:

Scope of Work (Agreed)

The parties confirm the following scope as agreed at the meeting. This scope shall be incorporated into the parties' work plan and used as the basis for deliverables, timelines, and payment obligations.

Payment Terms

Total Contract Amount: $

Late Payment: Interest shall accrue on any overdue amount at or the maximum rate permitted by law, plus reasonable collection costs.

Term and Termination

Commencement Date:    Anticipated Completion Date:

Either party may terminate this engagement for cause upon material breach by the other party that remains uncured for days after written notice. Either party may terminate for convenience by providing written notice at least days prior to the effective termination date. Termination shall not affect accrued payment obligations or the parties' obligations that by their nature survive termination.

Confidentiality

Each party acknowledges that during the course of the engagement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information solely for the purposes of performing its obligations under this agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes publicly available through no breach by the receiving party, or that is rightfully received from a third party without restriction.

Action Items

The following action items were assigned at the meeting. Responsible parties shall report status in writing by the stated due dates.

Governing Law and Entire Agreement

Governing Law: This agreement and the parties' rights and obligations hereunder shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to principles of conflicts of law.

Entire Agreement: These Meeting Minutes, together with the Scope of Work and Payment Terms set forth above, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment to this agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices: All notices must be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing. Severability: If any provision is held invalid, the remainder shall remain in full force and effect. Waiver: No waiver of any breach shall be deemed a waiver of any subsequent breach.

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