Client Professional Enquiry

CLIENT PROFESSIONAL ENQUIRY

Parties and Contact Information

Recitals (WHEREAS)

WHEREAS, Client Name: seeks to engage Consultant to provide professional services described herein; and

WHEREAS, Consultant Name: represents that Consultant has the expertise, personnel and capacity to provide such services and is willing to accept such engagement on the terms set forth in this enquiry and agreement; and

WHEREAS, the parties intend that this document will serve as the agreed terms governing the initial engagement and scope for the services requested as of the Effective Date:

Scope of Work

The Consultant shall perform the professional services set forth below. The description must be sufficiently detailed to allow both parties to identify deliverables, milestones and acceptance criteria.

Payment Terms

Client agrees to compensate Consultant for the services described above as follows.

Late payment shall incur interest at the rate of on overdue amounts, calculated monthly from the payment due date until paid in full. Client remains responsible for all collection costs and reasonable attorney fees incurred in enforcing payment.

Check Credit/Debit Card Bank Transfer Other:

Term and Termination

This engagement commences on Start Date: and continues until End Date: unless earlier terminated as set forth below.

Either party may terminate this engagement for convenience by providing written notice at least days prior to the effective termination date. In the event of termination for cause (material breach), the non-breaching party may terminate immediately upon written notice if the breach remains uncured for a period of 10 days following written notice specifying the breach.

Upon termination, Client shall pay Consultant for all services performed and reasonable expenses incurred through the effective termination date, together with any non-cancellable commitments made by Consultant in connection with performance.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential. The receiving party shall (a) protect the confidentiality of such information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use the Confidential Information except to perform obligations under this engagement; and (c) not disclose such Confidential Information to any third party except to those employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations do not apply to information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt notice and cooperates with reasonable protective measures.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Consultant grants to Client a non-exclusive, non-transferable license to use deliverables delivered under this engagement for Client's internal business purposes. Consultant retains ownership of pre-existing materials, methodologies and tools used in performance (including templates, software and know-how). To the extent Consultant creates custom, client-specific deliverables and the Client has paid all fees in full, ownership of such custom deliverables shall transfer to Client; Consultant may retain copies for compliance and archival purposes.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising from or related to this engagement shall not exceed the total fees paid by Client to Consultant under this engagement during the twelve (12) month period preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES.

Governing Law

This engagement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws rules. 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 engagement.

Entire Agreement

This document, together with any exhibits or attachments executed by the 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 oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Additional Provisions

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