Client Project Practice Sheets

CLIENT PROJECT PRACTICE SHEETS

This Client Project Practice Sheets document (the Agreement) is entered into effective as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires professional services and practice materials related to the project identified as ;

WHEREAS, Service Provider has the experience, personnel, and resources necessary to prepare, maintain, and deliver project practice sheets, training drills, and associated documentation to assist Client in project implementation and staff practice; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other material terms governing the preparation and use of the practice sheets.

PROJECT INFORMATION

SCOPE OF WORK

Service Provider shall prepare and deliver practice sheets, exercises, and related documentation (collectively, the Deliverables) to Client in accordance with the specifications below and the schedule agreed by the parties. The Deliverables shall be of professional quality, suitable for training and operational practice, and shall comply with applicable law.

Deliverable 1: Due Date:

Deliverable 2: Due Date:

Additional deliverables and milestone details shall be recorded in subsequent project practice sheets and incorporated by reference into this Agreement when signed by both parties.

PAYMENT TERMS

Late payments shall incur interest at percent per month (or the maximum lawful rate if lower). Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

TERM AND TERMINATION

This Agreement commences on: and continues until: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for cause may be effected immediately upon written notice for material breach that remains uncured for ten (10) days following written demand.

Upon termination, Provider shall deliver completed and in-progress Deliverables to Client and Client shall pay Provider for all work performed and non-cancellable commitments incurred through the termination date.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential. Each receiving party shall: (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the other party's Confidential Information. Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information and provide written certification of such return or destruction.

The undersigned acknowledge their obligation to maintain Confidential Information in accordance with the terms above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflicts of law principles. Exclusive venue for any dispute arising from this Agreement shall be the state or federal courts located in the same jurisdiction, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any attached and executed project practice sheets and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Independent Contractor Relationship: Provider is an independent contractor and nothing in this Agreement shall create an employer-employee, partnership, joint venture, or agency relationship. Provider is solely responsible for payment of all employment-related taxes and benefits for its personnel.

Intellectual Property: Unless otherwise agreed in writing, Provider retains ownership of any pre-existing materials and methodologies. Client shall receive a non-exclusive, non-transferable license to use the Deliverables for Client's internal operations as specified in this Agreement, subject to payment in full and compliance with confidentiality obligations.

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