Client Provider Questionnaire

Client Provider Questionnaire and Services Agreement

This Client Provider Questionnaire and Services Agreement (the Agreement) is entered into between Client Name: and Provider Name: effective as of .

WHEREAS

WHEREAS, Client seeks to engage Provider to perform certain professional services and Provider represents that it has the qualifications, experience, and resources necessary to provide the services described herein; and

WHEREAS, the parties desire to confirm Provider's capabilities, representations, insurance and compliance information, and the commercial terms governing services to be performed for Client as further set forth in this Questionnaire and Agreement.

PROVIDER INFORMATION

Corporation LLC Partnership Sole Proprietor

SERVICES AND SCOPE OF WORK

Describe the services Provider will perform, including key tasks, deliverables, milestones, and acceptance criteria. Attach additional schedules where required.

FEES, PAYMENT, AND INVOICING

Provider charges for services as set forth below. Client shall pay undisputed invoices in accordance with the schedule stated. Provider shall keep contemporaneous records of time and materials where applicable.

INSURANCE, COMPLIANCE, AND REFERENCES

References (provide at least two professional references with contact information).

RISK, DATA SECURITY, AND SUBCONTRACTING

Provider affirms compliance with applicable laws and industry standards applicable to the performance of services. Indicate affirmative responses below and elaborate where required.

Provider performs criminal and employment background checks on personnel assigned to Client engagements.

Provider intends to use subcontractors.

TERM AND TERMINATION

The term of services described in this Agreement will commence on and will continue until unless earlier terminated in accordance with this Agreement. Either party may terminate for convenience upon prior written notice. Termination for material breach may be immediate where the breaching party fails to cure within thirty (30) days of written notice.

CONFIDENTIALITY

Provider acknowledges that in the course of performing services it may receive confidential, proprietary, or trade secret information belonging to Client. Provider shall hold such information in strict confidence, not use it except as required to perform services, and not disclose it to third parties except as authorized in writing. Confidential information excludes information that (a) is or becomes publicly known through no breach by Provider; (b) is rightfully received from a third party without restriction; or (c) is independently developed by Provider without use of Client information. Upon termination, Provider will return or destroy confidential materials as directed by Client.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the governing_state specified by Client at the time of execution. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

This Questionnaire and Services Agreement, together with any schedules, exhibits, and statements of work executed by the parties, constitutes the entire agreement between Client and Provider with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. No amendment shall be binding unless in writing and signed by both parties.

ACKNOWLEDGMENTS

By signing below, Provider certifies that the information provided in this Questionnaire is true, accurate, and complete to the best of Provider's knowledge; Provider agrees to promptly notify Client of any material changes to the information provided. Client's execution of this form constitutes acceptance of Provider's representations and the commercial terms referenced herein.

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