Client Relationship Management Letter

CLIENT RELATIONSHIP MANAGEMENT LETTER

This Client Relationship Management Letter (the Agreement) is entered into by and between Client Name: and Service Provider Name: . Project Reference No.:

WHEREAS

WHEREAS, the Client engages the Service Provider to perform client relationship management, account coordination, and related professional services described herein; and

WHEREAS, the Service Provider has represented that it possesses the necessary expertise, personnel and systems to perform the services in a professional and compliant manner; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations and other terms governing their relationship.

SCOPE OF WORK

The Service Provider will use commercially reasonable efforts to perform the services described above in accordance with the timeline set forth below and consistent with industry standards. Any additional services not described above will be subject to a separate written agreement or an amendment signed by both parties.

PAYMENT TERMS

Any amounts not paid within days of the invoice due date shall accrue interest at a rate of per month (or the maximum rate permitted by law, if lower). The Service Provider may suspend performance for nonpayment after providing written notice and an opportunity to cure.

TERM AND TERMINATION

This Agreement is effective as of Effective Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party relating to business affairs, client data, pricing, technical processes, or personnel. The receiving party shall (i) use Confidential Information solely for the performance of this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (iii) 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 at least as protective as those herein.

The obligations in this section do not apply to information that: (a) is or becomes generally known to the public through no wrongful act of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information. Upon termination, the receiving party will return or destroy Confidential Information at the disclosing party's direction, except as required to be retained by applicable law or for archival purposes.

DATA SECURITY AND PRIVACY

The Service Provider shall implement and maintain reasonable administrative, technical and physical safeguards to protect Client data commensurate with the sensitivity of the data. The Service Provider will promptly notify the Client upon becoming aware of any unauthorized access or security incident affecting Client data and shall cooperate in investigation and remediation.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its affiliates from and against any losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent resulting from the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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 rules. Any dispute arising under this Agreement shall be resolved in the state or federal courts located within that state, subject to the parties' rights to seek injunctive relief in any competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any attachments or written amendments signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered to the addresses above (or such other address as either party designates in writing) and shall be effective upon receipt.

ACKNOWLEDGMENT

By signing below, the undersigned each represents and warrants that they are authorized to enter into this Agreement on behalf of the party for which they sign, that they have read and understand the terms set forth herein, and that they accept and agree to be bound by those terms.

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