Client Relationship Agreement Copy

CLIENT RELATIONSHIP AGREEMENT COPY

Parties and Effective Date

This Client Relationship Agreement Copy (the Agreement) is entered into between Client Name: and Service Provider Name: .

Effective Date: .

Recitals

WHEREAS, Client engages Service Provider to perform professional services described below, and Service Provider represents that it has the skill, experience and capacity to provide such services in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the services and Client will compensate Service Provider;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

Service Provider will perform the services and deliverables described below. The description may be expanded by written amendment signed by both parties.

2. Payment Terms

Client agrees to pay Service Provider for the services performed in accordance with the schedule and amounts set forth below. Fees do not include applicable taxes or reimbursable expenses unless expressly stated.

Invoices are due as set forth in the Payment Schedule. Unpaid amounts shall accrue the Late Payment Fee above and interest as permitted by law. Client must notify Service Provider of any good faith dispute within seven (7) days of receipt of an invoice; undisputed amounts remain payable.

Expenses approved in advance by Client are reimbursable at cost. Approval may be evidenced by email or written authorization.

3. Term and Termination

The term of this Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than Notice Period (days): days prior to the intended termination date. Client will pay for services performed and authorized expenses incurred through the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice specifying the breach.

4. Confidentiality

"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. Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to the extent disclosure is reasonably necessary to perform under this Agreement and subject to confidentiality obligations at least as protective as those herein.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no breach by the receiving party; (ii) is rightfully received from a third party without confidentiality obligations; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required by law or court order, provided the receiving party gives prompt written notice and cooperates in any lawful efforts to limit disclosure.

5. Limitation of Liability & Remedies

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or a party's indemnification obligations, neither party shall be liable for indirect, incidental, special or consequential damages, or lost profits, arising out of or relating to this Agreement. Each party's aggregate liability arising from or relating to this Agreement shall not exceed the total fees paid or due to Service Provider under this Agreement in the twelve (12) months preceding the claim.

6. Notices

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Exclusive venue for any disputes shall be in the courts located in that State, unless the parties agree otherwise in writing.

8. Entire Agreement; Amendment

This Agreement, together with any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

9. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

The parties acknowledge that a breach of certain provisions, including confidentiality, may cause irreparable harm for which monetary damages are inadequate and that injunctive relief is an appropriate remedy in addition to other available remedies.

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