Client Release & Waiver Form

CLIENT RELEASE & WAIVER FORM

This Client Release & Waiver Form (the Agreement) is entered into by and between Client Name: and Service Provider: . The parties agree as follows:

RECITALS (WHEREAS)

WHEREAS, the Service Provider provides certain professional services and/or goods described below and Client wishes to engage the Service Provider to perform such services; and

WHEREAS, the parties desire to set forth the terms, payment arrangements, releases and waivers, and other provisions governing the engagement;

WHEREAS, the parties intend this Agreement to allocate risk, require confidentiality and indemnification, and serve as the complete understanding between them.

SCOPE OF WORK

PAYMENT TERMS

Total Fee Amount: $

Late Payment Fee:   Interest on overdue balances shall accrue at the stated late fee or, if expressed as a percentage, at the specified rate per month until paid.

TERM AND TERMINATION

Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Termination for cause may be immediate if a material breach is not remedied within a commercially reasonable period.

CONFIDENTIALITY

Each party shall maintain the confidentiality of the other party's confidential information and shall not disclose such information to third parties except as required by law or as necessary to perform this Agreement. Confidential information does not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is independently developed without use of the other party's confidential information; or (iii) was rightfully known prior to disclosure.

RELEASE, WAIVER AND ASSUMPTION OF RISK

In consideration of the services provided, Client knowingly and voluntarily releases, waives and forever discharges Service Provider and its officers, agents, employees, successors and assigns from any and all claims, demands, damages, liabilities, causes of action or suits of any kind, whether known or unknown, arising out of or in connection with the services or goods provided under this Agreement, including but not limited to claims for personal injury, property damage, economic loss or other harm.

Client acknowledges and agrees that Client assumes all risks associated with the services and will not hold Service Provider liable for unforeseen events except for damages resulting from the Service Provider's gross negligence or willful misconduct.

INDEMNIFICATION

Client shall indemnify, defend and hold harmless Service Provider from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's negligence, or Client's willful acts.

INSURANCE

Service Provider represents that it maintains commercially reasonable insurance coverages where applicable. Client is encouraged to maintain appropriate insurance covering Client's property and interests.

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.

ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral and written agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ACKNOWLEDGMENT; VOLUNTARY EXECUTION

Client acknowledges that Client has read this Agreement, understands its terms, and is signing voluntarily. Client further acknowledges that any questions regarding the meaning or effect of this Agreement have been answered to Client's satisfaction prior to signing.

I acknowledge that I have read and understand this Release & Waiver and agree to be bound by its terms.

NOTICES

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