Client Service Consent

CLIENT SERVICE CONSENT

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

Recitals

WHEREAS, Client seeks to obtain certain services from Provider and has requested that Provider perform the services set forth below; and

WHEREAS, Provider represents that it has the necessary qualifications, experience and ability to perform such services and agrees to perform the services subject to the terms and conditions of this Consent; and

WHEREAS, Client acknowledges that this Consent documents Client's informed authorization for Provider to commence the Scope of Work and to process Client information as required to deliver the services.

Scope of Work

Provider shall perform the services described above in a professional manner consistent with industry standards and in accordance with any timelines set forth in this Consent or in a separate written schedule agreed by the parties.

Payment Terms

Total Fee: $.

Late Payment: Any amount not paid within days after the due date shall incur a late fee of or per month, whichever is greater, calculated on the overdue balance until paid in full.

Term and Termination

Term: This Consent commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Consent for any reason upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within days after receipt of notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all nonpublic information disclosed by either party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligation: Recipient will (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted herein, and (c) use Confidential Information only to perform its obligations or exercise its rights under this Consent. Recipient will take reasonable measures to protect Confidential Information no less than those it uses to protect its own confidential information of a similar nature.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Consent, (ii) is already known to Recipient without restriction at the time of disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by Recipient without reference to the disclosing party's Confidential Information. Disclosure required by law is permitted only after Recipient provides prompt written notice and cooperates with any protective measures sought by Discloser.

Consent and Authorizations

Client hereby expressly consents to the Scope of Work and authorizes Provider to perform the services described herein. Client further acknowledges and agrees to the following (select applicable boxes):

Consent to Receive Services

Consent to Electronic Communications and Notices

Consent to Processing of Personal Data Necessary to Provide Services

Client represents that Client has the authority to provide the consents checked above and that any information provided to Provider is true and complete to the best of Client's knowledge.

Governing Law

This Consent 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 out of this Consent.

Entire Agreement

This Consent, together with any schedules or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Consent must be in writing and signed by both parties.

Severability: If any provision of this Consent is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives.

Client Certifications

By signing below, Client certifies that Client has read and understands this Consent, has had the opportunity to ask questions, and freely gives the consents indicated herein. Client acknowledges receipt of a copy of this Consent upon request.

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