Client Project Application

CLIENT PROJECT APPLICATION AND SERVICE AGREEMENT

Client Name:   Service Provider:

Application Date:

RECITALS

WHEREAS, Client desires the provision of professional services for the project described herein and has submitted this application requesting services and proposing terms; and

WHEREAS, Service Provider represents that it has the qualifications, experience, personnel, and capacity to perform the services in accordance with the Scope of Work and the terms set forth in this Agreement; and

WHEREAS, the parties intend by this document to set forth the Project scope, fees, schedule, confidentiality, and other contractual terms governing the performance of such services upon approval of this application.

PROJECT INFORMATION

SCOPE OF WORK

The Service Provider shall furnish the labor, materials, equipment, and services reasonably necessary to complete the project as described below. Services shall be performed in a professional and workmanlike manner consistent with industry standards. Specific deliverables, milestones, and acceptance criteria are described in the box below.

Anticipated Start Date:   Estimated Completion Date:

PAYMENT TERMS

Client agrees to pay the Service Provider the fees set forth below in exchange for the performance of the Scope of Work. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Late fee applied to overdue amounts:   Collection costs and interest: Service Provider may recover reasonable collection and legal costs in the event of nonpayment.

TERM AND TERMINATION

This Agreement begins on the Effective Date and continues until the completion of the Scope of Work unless earlier terminated as provided herein.

Effective Date:   Anticipated End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period above following written notice. Termination shall not relieve Client of obligation to pay for work performed and reasonable wind-down costs incurred by Service Provider prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall (a) hold Confidential Information in strict confidence, (b) use the Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they retain trade secret status.

INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a nonexclusive, perpetual, royalty-free license to use final deliverables for Client's internal business purposes. Service Provider retains ownership of pre-existing intellectual property, methodologies, tools, templates, and any general know-how, provided Client is granted a license to use such items solely as incorporated in deliverables. The parties shall document any transfer of ownership or special license terms in writing.

REPRESENTATIONS, WARRANTIES, AND COMPLIANCE

Each party represents that it has the authority to enter into this Agreement and will comply with applicable laws in performing its obligations. Service Provider warrants that services will be performed with reasonable skill and care consistent with industry practice. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

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 that state for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This document, together with any attachments, exhibits, and approved change orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

APPLICATION CERTIFICATION

By submitting this Client Project Application and executing below, Client and Service Provider certify that the information provided in this application is true, complete, and accurate to the best of their knowledge, and that each party has authority to bind the entity they represent. Submission of this application does not constitute acceptance until both parties sign this Agreement or an authorized representative issues a written notice of acceptance.

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