Client Relationship Agreement Document

CLIENT RELATIONSHIP AGREEMENT

This Client Relationship Agreement (the "Agreement") is entered into as of the Effective Date set forth below by and between:

Client Name:     Client Address:

Service Provider Name:     Service Provider Address:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Agreement and Service Provider is willing to provide such services on the terms and conditions set forth herein;

WHEREAS, the parties wish to define their respective rights and obligations with respect to the services, fees, confidentiality, and ownership of deliverables produced under this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, 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 shall perform the services described in this Section (the "Services") in accordance with the terms of this Agreement. The Services shall include, without limitation, the following:

Deliverables produced by Service Provider specifically for Client under this Agreement ("Deliverables") shall be delivered in the format and according to the milestones described in the Scope of Work. Client may request reasonable changes to the Services; any material changes that affect cost or schedule will be set forth in a written change order signed by both parties.

2. PAYMENT TERMS

Any undisputed amount not paid within days after the invoice due date shall bear interest at a rate of % per month, or the maximum rate permitted by applicable law, whichever is lower. In addition, Client shall reimburse Service Provider for reasonable collection costs incurred in enforcing payment obligations.

All fees are exclusive of taxes. Client is responsible for any sales, use, value-added, or similar taxes imposed on the transactions contemplated by this Agreement, excluding taxes based on Service Provider's net income.

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date: and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party. Either party may terminate this Agreement immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed Deliverables and reasonable work in progress for which Client shall pay pro rata compensation for services performed through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other party, whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial information, technical data, trade secrets, customer lists, and pricing, but excludes information that (a) is or becomes generally available to the public other than as a result of a disclosure by the receiving party; (b) was in the receiving party's possession prior to receipt from the disclosing party; or (c) is rightfully received by the receiving party from a third party without a duty of confidentiality.

Each party agrees to hold the other party's Confidential Information in strict confidence and to use such Confidential Information only as necessary to perform its obligations under this Agreement. The obligations under this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for as long as such information remains a trade secret under applicable law.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, upon full payment of all fees due hereunder, Service Provider assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement. Service Provider retains ownership of and shall be free to use general skills, know-how, and experience acquired in the course of performing the Services, and pre-existing intellectual property of Service Provider shall remain the property of Service Provider. To the extent Service Provider incorporates its pre-existing materials into Deliverables, Service Provider grants Client a non-exclusive, royalty-free license to use such pre-existing materials solely as part of the Deliverables.

6. INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory, regulatory, or contractual obligations of any sort, including but not limited to income and payroll taxes for Service Provider and Service Provider's personnel.

7. LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, including lost profits. Each party shall indemnify, defend and hold harmless the other party from any third-party claims arising from the indemnifying party's negligence, willful misconduct, or material breach of this Agreement.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments 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, or representations, written or oral. No amendment or modification of this Agreement shall be effective unless set forth in a written instrument signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Notices required by this Agreement shall be given in writing to the addresses set forth above.

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