Client Service Package

CLIENT SERVICE PACKAGE

This Client Service Package Agreement (the "Agreement") is entered into by and between Client Name: and Service Provider Name: . The parties agree as of Effective Date: .

RECITALS

WHEREAS, Client desires to retain Provider to perform certain services described herein under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources required to provide the services and deliverables identified in the Scope of Work and accepts such engagement on the terms herein; and

WHEREAS, the parties intend this Agreement to define the scope, payment, confidentiality, term, and other essential rights and obligations between them.

SCOPE OF WORK

Select the package(s) that apply: Basic — foundational services and monthly support Standard — Basic plus enhanced deliverables and reporting Premium — Full-service package including priority response

PAYMENT TERMS

Any undisputed invoice not paid within days of invoice due date shall accrue interest at % per month or the maximum lawful rate, whichever is lower. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider to recover overdue amounts.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for 30 days after written notice. Termination does not relieve Client of its obligation to pay for services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in any form and marked or otherwise reasonably identified as confidential, or that by its nature ought reasonably to be treated as confidential. The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors, or agents with a need to know who are bound by confidentiality obligations no less protective than those herein; and (iii) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent. Confidential Information does not include information that (a) is or becomes public other than by breach of this Agreement, (b) was rightfully known to the Receiving Party prior to disclosure, (c) is rightfully obtained from a third party without restriction, or (d) is independently developed without use of Confidential Information. Upon termination, Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party and certify such return or destruction upon request.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability to the other for any claim under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for incidental, consequential, special, or punitive damages, even if advised of the possibility of such damages.

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. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments referenced herein, 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.

NOTICES

Notices required by this Agreement must be in writing and delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses listed above or such other addresses as the parties may designate in writing.

MISCELLANEOUS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an employer-employee, joint venture, partnership, or agency relationship. Neither party may bind the other without prior written consent.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the other party's prior written consent, except that Provider may assign to a successor in interest of all or substantially all of Provider's business or assets.

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