Client Prescribed Information Form

CLIENT PRESCRIBED INFORMATION FORM

Client Name:   Service Provider Name:

RECITALS

WHEREAS, Client desires to prescribe certain information, specifications, and deliverable requirements to the Service Provider for the provision of services described herein; and

WHEREAS, Service Provider represents that it has the skill, personnel, and capacity to receive, process, and act upon Client Prescribed Information in accordance with the terms of this agreement and applicable professional standards; and

WHEREAS, the parties intend to set forth the scope, obligations, and terms under which Client Prescribed Information will be provided and relied upon by Service Provider.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK (CLIENT PRESCRIBED INFORMATION)

The Client Prescribed Information shall consist of the data, specifications, priorities, and instructions set forth below. Service Provider shall rely on the prescribed information for planning, execution, and delivery of services described in this form. Client acknowledges that inaccuracies or omissions in prescribed information may affect performance and timelines.

Project Start Date:   Projected End Date:

PAYMENT TERMS

Client agrees to compensate Service Provider for services based substantially on the prescribed information and deliverables. All fees owed by Client are due according to the schedule below.

Late Payment Remedy: Late payments shall incur interest at on overdue balances, compounded monthly, plus reasonable costs of collection.

TERM AND TERMINATION

This agreement commences on the Project Start Date identified above and continues until completion of the prescribed deliverables or the Project End Date, whichever occurs first, unless earlier terminated as provided below.

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 a period of days after written notice of breach.

Upon termination, Client shall pay Service Provider for all work performed and reasonable close-out costs through the effective date of termination. Service Provider shall deliver to Client all completed deliverables and any work-in-progress for which Client has paid.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether written, electronic, or oral, that is designated as confidential or that reasonably should be understood to be confidential. Service Provider shall use Confidential Information solely to perform its obligations hereunder and shall not disclose it to third parties except to employees, contractors, or agents who need access to perform the services and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that (a) is or becomes generally known to the public through no breach by the recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by the recipient without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or regulation, provided the recipient gives prompt written notice to the disclosing party and limits the disclosure to the minimum required.

LIMITATION OF LIABILITY & INDEMNIFICATION

Each party's total liability to the other for any claim arising under or related to this agreement shall be limited to direct damages not to exceed the total fees actually paid by Client to Service Provider under this agreement in the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

Client shall indemnify, defend, and hold harmless Service Provider from and against claims, liabilities, losses, and expenses arising from Client's provision of inaccurate, incomplete, or unlawful prescribed information, except to the extent such claims arise from Service Provider's gross negligence or willful misconduct.

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.

ENTIRE AGREEMENT

This form, together with any attachments, exhibits, and written change orders signed by authorized representatives of both parties, 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. Any amendment or modification must be in writing and signed by both parties.

ADDITIONAL PROVISIONS

The parties represent and warrant that each has the right and authority to enter into this agreement and that the individuals signing below are authorized to bind their respective parties.

Sign Now