Client Service Contract Overview

CLIENT SERVICE CONTRACT OVERVIEW

This Client Service Contract Overview (Effective Date: ) is entered into as of the Effective Date by and between Client Name: , Client Address: ("Client"), and Service Provider Name: , Service Provider Address: ("Service Provider").

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional services as described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services and deliverables identified in this Overview; and

WHEREAS, the parties intend to set forth the principal commercial terms, scope, and management provisions applicable to the engagement.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following definitions apply: "Services" means the professional services and related deliverables described in Section 2. "Deliverables" means the tangible outputs to be provided to Client pursuant to the Scope of Services. "Confidential Information" has the meaning set forth in Section 6.

2. SCOPE OF SERVICES

Service Provider shall provide the Services described in the scope below and any associated schedules. The parties contemplate that the Services will include the following summary description:

3. TERM AND TERMINATION

The term of this Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Termination for material breach by either party shall be effective if such breach is not cured within thirty (30) days after written notice specifying the breach.

4. COMPENSATION AND PAYMENT

Client shall pay Service Provider the fees set forth below in consideration for the Services rendered. Unless otherwise agreed in writing, amounts are payable in U.S. dollars and exclusive of applicable taxes.

Fixed fee Time and materials

5. CONFIDENTIALITY

Each party shall protect the Confidential Information of the other with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Confidential Information shall not include information that is or becomes generally available to the public other than by breach of this Agreement, independently developed by the recipient, or rightfully received from a third party without restriction.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement, subject to Client's payment in full. Service Provider shall retain ownership of its pre-existing materials and tools and grants Client a nonexclusive, nontransferable license to any such materials incorporated into the Deliverables solely to the extent necessary for Client's use of the Deliverables.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of (a) Indemnitor's breach of this Agreement, or (b) Indemnitor's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY RESULTING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED .

10. INSURANCE

Service Provider shall maintain insurance coverage customary for the industry, including commercial general liability and professional liability (errors and omissions) insurance in amounts reasonable for the Services. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, or by email followed by mailed confirmation.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflicts of law principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings.

14. MISCELLANEOUS

If the parties have attached any schedules, statements of work, or exhibits, such attachments are incorporated by reference. The headings in this Agreement are for convenience only and shall not affect interpretation.

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