Client Profiles Field

CLIENT PROFILES FIELD AGREEMENT

This Client Profiles Field Agreement (the Agreement) is made as of Effective Date: by and between Client Name: with principal place of business at:

and Service Provider Name: with principal place of business at:

WHEREAS

WHEREAS, Client collects and maintains client profile information within Client systems and requires the definition, implementation, and validation of one or more client profile fields and related data handling procedures (the Services); and

WHEREAS, Service Provider has represented that it has the expertise to design, document, and deliver client profile field specifications, validation rules, and implementation guidance necessary to meet Client's operational and compliance requirements; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the Services described in this section and any attachments. The core Services include designing field definitions, specifying validation and formatting rules, producing implementation documentation, and providing up to two (2) review cycles per deliverable.

Deliverables shall include, at a minimum: (i) Field Specification Document listing each field name, type, length, required/optional status, validation rules, default values, and permissible options; (ii) Implementation Notes for the Client's technical environment; and (iii) Test Cases for verification of field behavior.

PAYMENT TERMS

As consideration for the Services, Client shall pay Service Provider the fees set forth below in United States Dollars. All fees are exclusive of applicable taxes unless otherwise stated.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to recover overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least Notice Period: prior to the effective termination date.

For material breach: either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

CONFIDENTIALITY

Each party (the Receiving Party) shall maintain in confidence all non-public information disclosed by the other party (the Disclosing Party) that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Receiving Party shall not use Confidential Information except for performance of its obligations under this Agreement, and shall protect it using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (i) becomes generally available to the public through no fault of Receiving Party; (ii) was known to Receiving Party prior to disclosure; (iii) is rightfully obtained by Receiving Party from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

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 within such state for disputes arising under this Agreement.

REPRESENTATIONS, WARRANTIES, AND LIMITATIONS

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits, and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment to this Agreement must be in writing signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or acquisition. All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above.

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