Client Request Agreement

CLIENT REQUEST AGREEMENT

Document Analysis

This Client Request Agreement is a bilateral commercial contract between a requesting party (Client) and a service provider (Service Provider). It memorializes a request for work, the scope of services, compensation and the legal terms governing performance. Typical sections include recitals (WHEREAS clauses), a detailed Scope of Work, Payment Terms, Term and Termination provisions, Confidentiality obligations, Governing Law and an Entire Agreement clause. The document requires signature by both parties to become binding.

Parties and Effective Date

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client has requested that Service Provider perform certain professional services described herein and Service Provider has agreed to provide such services pursuant to the terms and conditions of this Agreement;

WHEREAS, Client desires to engage Service Provider to perform the work set forth in the Scope of Work attached hereto and made a part of this Agreement, and Service Provider is willing to perform such work in accordance with the terms herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

Scope of Work

Service Provider shall perform the Scope of Work in a professional and workmanlike manner consistent with industry standards. Any material deviation from the Scope of Work shall require prior written approval from the Client.

Payment Terms

Invoices are due pursuant to the payment schedule above. If payment is not received within thirty (30) days of invoice date, Service Provider may suspend performance until all outstanding amounts are paid. Late fees as set forth above shall accrue on past-due amounts. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred in collecting late payments.

Term and Termination

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within fourteen (14) days after receipt of written notice. Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred prior to the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees: (a) to use Confidential Information only for performance of this Agreement; (b) to limit disclosure to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) to take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that: was known to the receiving party prior to disclosure without an obligation of confidentiality; is or becomes publicly available without breach; is rightfully received from a third party without obligation of confidentiality; or is independently developed without reference to Confidential Information. Upon termination or upon written request, the receiving party shall promptly return or destroy Confidential Information and certify in writing the return or destruction. The confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as such information remains a trade secret.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising under this Agreement, subject to any mutually agreed dispute resolution procedures set forth herein.

Entire Agreement; Miscellaneous

This Agreement, including the Scope of Work and any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment, modification or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties. If any provision 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, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the mail with postage prepaid.

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