Client Packet

Client Packet

This Client Packet (the "Agreement") is entered into between Service Provider: and Client: on Effective Date: .

Parties and Contact Information

Recitals

WHEREAS, Service Provider possesses expertise, personnel, and resources to provide professional services described herein; and

WHEREAS, Client desires to engage Service Provider to perform the services subject to the terms set forth in this Client Packet, and Service Provider is willing to accept such engagement on those terms; and

WHEREAS, the parties intend for this Agreement to memorialize the scope, payment, confidentiality, term, and other essential terms governing the parties' relationship.

Scope of Work

Service Provider shall perform the services and deliverables described below. Services not expressly included in this Scope of Work require written amendment signed by both parties prior to commencement.

Payment Terms

Total Fee: $ payable in accordance with the schedule below.

Invoices are due within days of receipt. If payment is not received within the stated period, a late fee of % per month or the maximum lawful rate, whichever is less, will be assessed on the outstanding balance.

Term and Termination

This Agreement commences 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 that remains uncured for 15 days after written notice of breach. Termination does not relieve Client of obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by either party, whether written or oral, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to its employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care. Confidential Information does not include information that is (i) known prior to disclosure, (ii) becomes publicly known through no fault of the recipient, (iii) rightfully received from a third party without breach of obligation, or (iv) independently developed without use of Confidential Information. Upon termination, recipient shall return or destroy Confidential Information as requested by disclosing party.

Governing Law

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

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, negotiations, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

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

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the individual signing below is authorized to bind the party.

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