Client Service Engagement Form

CLIENT SERVICE ENGAGEMENT FORM

This Client Service Engagement Form (the Agreement) is made between:

Client Name:    Client Contact:

Service Provider Name:    Provider Contact:

Client Address:

Provider Address:

WHEREAS

WHEREAS, the Client wishes to engage the Provider to perform certain services described herein, and the Provider has the capacity and expertise to provide such services on the terms set forth in this Agreement.

WHEREAS, the parties desire to set forth the scope, compensation, term, confidentiality obligations, and other material terms governing the relationship between them.

SCOPE OF WORK

Deliverables and acceptance criteria shall be as described above or in any mutually executed statement of work. The Provider will perform services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Invoices will be issued in accordance with the Payment Schedule. Unless otherwise stated in an invoice, payment is due within days of invoice date. Payments shall be made in the currency specified on the invoice and by the payment method agreed by the parties.

Late payments shall incur a late fee of of the overdue amount per month, or the maximum permitted by law, whichever is lower, calculated daily and compounded monthly.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

This Agreement shall commence on the Term Commencement Date and continue until the Term Expiration Date unless earlier terminated in accordance with this section.

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

Upon termination, the Provider shall be entitled to payment for all services performed and reasonable, documented expenses incurred through the effective date of termination, together with any other amounts due under this Agreement.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) 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. Confidential Information includes business plans, financial data, customer lists, technical data, and other proprietary information.

The Receiving Party shall (a) maintain the confidentiality of the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or with the Disclosing Party's prior written consent.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement 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 disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and statements of work executed hereunder, 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 to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or to a successor in interest in connection with a merger or sale of all or substantially all of its assets. The invalidity or unenforceability of any provision shall not affect the remainder of this Agreement.

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