Client Service Proposal VMF

Client Service Proposal VMF

This Client Service Proposal VMF (the Agreement) is entered into by and between Client Name: and Service Provider Name: . Proposal Date:

WHEREAS

WHEREAS, the Client desires to engage the Service Provider to perform professional services as described in this Agreement and the parties desire to set forth the terms under which such services will be provided;

WHEREAS, the Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services in accordance with the terms and schedules set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

Scope of Work

Deliverables shall include a written description of work completed and any supporting documents. The Service Provider will perform work during normal business hours unless otherwise agreed in writing. Material changes to scope will be documented as written change orders and will include revised fees and schedules.

Payment Terms

Invoices will be issued in accordance with the Payment Schedule and are due within days of invoice receipt. A late fee of will accrue on overdue balances, together with reasonable collection costs and attorneys' fees if applicable.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered at least prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within fifteen (15) days after written notice. Termination does not relieve Client of obligation to pay for services performed through the effective date of termination, including reasonable wind-down costs.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other 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, without limitation, business plans, technical data, pricing, and customer lists.

Each recipient shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that: (i) is or becomes publicly known without breach; (ii) is received from a third party without breach; (iii) is independently developed; or (iv) is required to be disclosed by law, provided that the recipient gives prompt notice and cooperates to seek protective measures.

Governing Law

This Agreement will be governed by and construed in accordance with the substantive 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 resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any appendices, attachments, and signed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. No modification of this Agreement will be effective unless made in writing and signed by both parties.

Additional Terms

Each party represents and warrants that it has the authority to enter into and perform this Agreement. Neither party will assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes obligations hereunder. If any provision is held invalid, the remaining provisions remain in full force and effect.

By executing below, the parties acknowledge their acceptance of the terms of this Proposal and Agreement. Please indicate acceptance by signing below.

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