Client Project CPL

CLIENT PROJECT CPL

This Client Project CPL Agreement ("Agreement") is entered into as of by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). The Client and Provider are referred to collectively as the "Parties" and individually as a "Party."

WHEREAS

WHEREAS, the Client desires to engage the Provider to perform services related to the Client Project CPL as further described in this Agreement; and

WHEREAS, the Provider represents that it has the expertise, personnel and resources to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the Parties wish to set forth the terms and conditions that will govern the Provider's performance and the Client's payment obligations with respect to the Client Project CPL.

SCOPE OF WORK

The Provider shall perform the services and deliverables described below. The Provider will deliver work that conforms to the specifications, milestones, and acceptance criteria set forth in this Section and any attached exhibits or schedules.

PAYMENT TERMS

Total Project Fee: $ . The fee covers the services described in the Scope of Work unless otherwise agreed in writing.

Deposit: $ due upon execution. Balance due per schedule above.

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 law. Additionally, a late fee of may be charged for invoices more than days past due.

Check or Wire Transfer Credit Card Other

TERM AND TERMINATION

Term Commencement Date: . Term End Date: . The Agreement shall automatically terminate on the Term End Date unless renewed in writing by the Parties.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. For material breach, the non-breaching Party may terminate if the breaching Party fails to cure such breach within days after written notice of the breach.

Upon termination, the Provider shall deliver all completed work and any work in progress for which the Client has paid; the Client shall pay for all services performed and expenses incurred through the effective date of termination in accordance with this Agreement.

CONFIDENTIALITY

"Confidential Information" means non-public information, whether oral, written or electronic, disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be considered confidential.

The Receiving Party shall: (a) use Confidential Information solely for performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to third parties except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known other than by breach of this Agreement; (ii) is lawfully received from a third party without restriction; (iii) was known to the Receiving Party prior to disclosure; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or a valid order of a court or governmental body, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates with any efforts to contest or limit the disclosure.

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 rules. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or relating to this Agreement.

MISCELLANEOUS

Independent Contractor. The Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture or agency between the Parties.

Assignment. Neither Party may assign this Agreement or any of its rights or obligations without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes the assigning Party's obligations.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties.

NOTICES

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