Client Retainer Packet

CLIENT RETAINER PACKET

Parties and Contact Information

Recitals

This Retainer Agreement (the Agreement) is made effective as of by and between Client Name: and Service Provider: .

WHEREAS, Client desires to engage Provider to perform professional services described in this Agreement and Provider has the qualifications, experience and ability to perform such services; and

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

Scope of Work

Provider shall perform the services and deliver the deliverables as described below. Provider will exercise commercially reasonable efforts to meet agreed milestones and shall provide periodic status updates to Client in accordance with the schedule below.

Payment Terms

Client agrees to pay Provider the fees described below in consideration for the services. All fees are payable in United States dollars unless otherwise stated.

Invoices are due and payable within days of issuance. Late payments shall accrue interest at a rate of % per month, or the maximum rate permitted by law, whichever is less. Client shall be responsible for reasonable collection costs and legal fees incurred by Provider to collect overdue amounts.

Provider may incur out-of-pocket expenses in connection with the performance of services. Such expenses will be reimbursed by Client if pre-approved in writing. Unapproved or excessive expenses may be disallowed by Client.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

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

Upon termination, Client shall pay Provider for services performed and expenses incurred through the effective date of termination. Provider shall deliver to Client any work product for which Client has paid.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). A receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except as necessary to perform obligations under this Agreement or as required by law, and (c) use it solely for the purposes of performing under this Agreement. Confidential Information does not include information that is or becomes publicly available through no wrongful act of the receiving party, or is rightfully obtained by the receiving party from a third party without restriction.

Upon termination or request, the receiving party shall return or destroy all Confidential Information of the disclosing party and certify in writing that it has done so, except that Provider may retain one archival copy of documents for compliance and archival purposes.

Intellectual Property; Work Product

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use work product delivered under this Agreement for Client's internal business purposes. Provider retains ownership of Provider's pre-existing intellectual property and general methodologies. Any assignment of proprietary rights must be explicitly stated in a written amendment signed by both parties.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree to attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by arbitration administered in the same state, unless the parties mutually agree otherwise.

Representations; Warranties; Indemnity

Each party represents that it has the authority to enter into this Agreement. Provider represents that the services will be performed in a professional and workmanlike manner. Client shall indemnify and hold harmless Provider from claims arising from Client-provided materials or Client's misuse of deliverables, except to the extent caused by Provider's gross negligence or willful misconduct.

Entire Agreement

This Agreement, including any schedules or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acknowledgement

By signing below, the undersigned acknowledges that they have read, understood, and agreed to be bound by the terms and conditions contained in this Agreement.

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