Client Package Form

CLIENT PACKAGE FORM

Parties and Identification

Client Name:

Service Provider:

Recitals

WHEREAS, Client desires to obtain the services and deliverables described in this Client Package Form (the Agreement); and

WHEREAS, Provider represents that it has the expertise, personnel and resources to provide such services and deliverables under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Package Contents Checklist

Select items included in this Client Package:

Strategy & Planning Documents

Brand / Design Deliverables

Development / Implementation

Training & Handover Materials

Post-Delivery Support (hours as specified below)

Payment Terms

Total Fee: $

Deposit due upon execution: $ — Balance due: $

Invoice timing and milestones:

Late Payment: A late fee of will accrue on past-due amounts and interest shall be charged to the maximum extent permitted by law.

Term and Termination

Agreement Start Date: — Agreement End Date:

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure the breach within days after written notice. Either party may terminate without cause by providing days' prior written notice.

Upon termination, Provider shall deliver completed work and Client shall pay for work performed through the effective date of termination, including any non-cancellable commitments.

Confidentiality

"Confidential Information" means non-public business, technical or financial information disclosed by one party to the other, whether in writing, orally, or by inspection, and 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 publicly available without breach; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) return or destroy Confidential Information upon termination or upon written request.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use final deliverables for Client's internal business purposes. Provider retains ownership of pre-existing materials and tools and any general know-how, methodologies or templates used to create deliverables.

Representations; Compliance

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any agreement with third parties. Provider represents that services will be performed in a professional and workmanlike manner in accordance with industry standards.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the State of without regard to conflict of law principles. The parties will attempt to resolve disputes in good faith prior to initiating formal proceedings.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Provider's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the preceding twelve (12) months.

Entire Agreement; Amendments

This Agreement, including any attachments or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Additional Terms

Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, provided the affected party provides prompt written notice and uses reasonable efforts to resume performance.

Notices must be in writing and delivered to the contact information provided above. Notice is effective upon receipt.

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