Client Onboarding Start Agreement

Client Onboarding Start Agreement

Recitals

WHEREAS, Client Name: (the "Client") desires to engage Service Provider: (the "Provider") to commence onboarding and related services as set forth herein.

WHEREAS, the parties intend that this Agreement define the initial scope, payment terms, confidentiality obligations, and the process for commencing provision of services effective as of Effective Date: .

Scope of Work

The Provider shall perform the onboarding activities described below. The Provider will use commercially reasonable efforts to deliver the services in accordance with the schedule and milestones set forth herein. Any material change to the Scope of Work requires a written amendment signed by both parties.

Payment Terms

Client shall pay Provider the fees and expenses described below in consideration for services performed under this Agreement. All fees shall be exclusive of taxes, which Client shall pay where applicable.

Invoices shall be submitted in accordance with the Payment Schedule. Amounts not paid within the invoice due period shall accrue a late fee of Late Fee: or the maximum permitted by law, whichever is lower.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, will continue until End Date: or until completion of the Scope of Work.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice of such breach.

Upon termination, Client shall pay Provider for all services performed and reasonable, documented out-of-pocket expenses incurred through the effective date of termination. Provider shall deliver to Client any work product for which Client has paid in accordance with the Payment Terms.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other, whether written, oral or electronic, 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 does not include information that is: (a) publicly known through no fault of the receiving party; (b) rightfully received from a third party without breach of any obligation of confidentiality; (c) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates to limit disclosure.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) limit access to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

I acknowledge and agree to the Confidentiality obligations set forth above.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Miscellaneous

This Agreement, including all exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment shall be effective unless in a writing signed by both parties.

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 this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided that the assignee assumes Provider's obligations under this Agreement.

Notices

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