Client Service Package Template

Client Service Package Template

This Client Service Package Template (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client Name: desires to engage Service Provider to perform services as set forth in this Agreement; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel and resources necessary to provide the services described herein; and

WHEREAS, the parties wish to set forth the terms and conditions under which the services will be provided.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below (the "Services") in accordance with the standards of care customarily practiced by competent professionals performing similar services.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are exclusive of taxes, unless otherwise stated.

Overdue amounts shall accrue interest at % per month or the maximum rate permitted by law, whichever is less. In addition, a flat late charge of may be assessed for each overdue invoice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon prior written notice to the other party provided at least days prior to the effective date of termination. Either party may also terminate immediately for material breach if the other party fails to cure such breach within 30 days following written notice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, pricing, client lists, business plans, software, and technical information.

Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees and contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care. Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for years from the date of disclosure, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, upon full payment, Service Provider assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Agreement (the "Work Product"). Service Provider retains ownership of its pre-existing materials, tools, methodologies and general skills and know-how. Client receives a non-exclusive, perpetual license to any pre-existing materials incorporated into the Work Product solely as necessary to use the Work Product for its intended purpose.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture or agency relationship between the parties. Service Provider is solely responsible for payment of taxes and benefits for its personnel.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any exhibits and attachments) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the contact information provided below or to such other address as a party may designate by written notice.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. The parties shall execute such further documents and take such further actions as may be reasonably necessary to carry out the provisions of this Agreement.

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