Client Service Retainer Agreement

CLIENT SERVICE RETAINER AGREEMENT

This Client Service Retainer Agreement (the "Agreement") is made effective as of Effective Date: by and between Client Name: , with Address: (the "Client"), and Service Provider Name: , with Address: (the "Service Provider").

RECITALS

WHEREAS, the Client desires to retain the Service Provider to provide professional services as described in this Agreement; and

WHEREAS, the Service Provider represents that it has the experience, qualifications and capacity to perform the services described herein; and

WHEREAS, the parties wish to set forth the terms under which the Service Provider will perform services for the Client on a retainer and/or hourly basis.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. The Client hereby engages the Service Provider, and the Service Provider accepts such engagement, to perform the services described in the Scope of Services below and any additional services mutually agreed in writing.

2. TERM

2.1 Term. This Agreement commences on the Effective Date and shall continue until terminated in accordance with Section 6.

3. RETAINER, FEES AND PAYMENT

3.1 Retainer Fee. Client shall pay a retainer in the amount of which shall be applied against fees and expenses in accordance with this Agreement.

3.2 Invoicing and Payment. Service Provider will invoice Client periodically for fees and expenses. Payment is due within days of invoice receipt unless otherwise agreed in writing.

Monthly billing    Upon completion of milestones    Hourly as incurred

4. EXPENSES

4.1 Reimbursable Expenses. Client shall reimburse Service Provider for reasonable out‑of‑pocket expenses incurred in connection with the performance of services, provided such expenses are pre‑approved by Client where feasible. Reimbursement will be made upon submission of appropriate receipts or documentation.

5. RECORDS; AUDIT

5.1 Time Records and Supporting Documentation. Service Provider shall maintain contemporaneous records of time and expenses. Client may, upon reasonable notice and during normal business hours, inspect records relating to billed charges to the extent reasonably necessary to verify fees and expenses.

6. TERMINATION

6.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to termination.

6.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

7. CONFIDENTIALITY

7.1 Confidential Information. "Confidential Information" means non‑public information disclosed by one party to the other that is designated confidential or that, under the circumstances, reasonably should be understood to be confidential. Service Provider shall not disclose Confidential Information to any third party except as required to perform services under this Agreement and shall use at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care.

7.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

8. CONFLICTS OF INTEREST

8.1 Duty to Disclose. Service Provider represents that, to the best of its knowledge, there are no conflicts of interest that would materially impair the Service Provider’s ability to perform under this Agreement. Service Provider will promptly disclose any potential conflicts that arise during the term.

9. INTELLECTUAL PROPERTY

9.1 Ownership. Unless otherwise agreed in writing, Service Provider shall retain ownership of preexisting intellectual property and tools used in providing the services. To the extent that Service Provider creates deliverables specifically for the Client pursuant to this Agreement and payment has been made in full, the Service Provider assigns to Client all right, title and interest in such deliverables; provided, however, that Service Provider retains a nonexclusive, royalty‑free license to use general skills, know‑how and techniques embodied in such deliverables.

10. INDEPENDENT CONTRACTOR

10.1 Relationship. The parties acknowledge and agree that Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall be responsible for its own taxes, insurance and benefits.

11. INDEMNIFICATION

11.1 Indemnity by Service Provider. Service Provider shall indemnify, defend and hold harmless Client from and against any third‑party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Service Provider’s gross negligence or willful misconduct in performing services under this Agreement.

11.2 Indemnity by Client. Client shall indemnify, defend and hold harmless Service Provider from and against liabilities and expenses arising from Client’s breach of this Agreement or from Client’s negligent or unlawful instructions to Service Provider.

12. LIMITATION OF LIABILITY

12.1 Limitation. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, OR LOSS OF PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.

13. NOTICES

13.1 Method. All notices, consents or other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by written notice.

14. AMENDMENTS; WAIVER

14.1 Amendments. No amendment, modification or supplement to this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

14.2 Waiver. The failure of a party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

15. GOVERNING LAW; JURISDICTION

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

15.2 Venue. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county designated by the governing law state for any action arising out of or relating to this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 Entire Agreement. This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written, relating to the subject matter hereof.

16.2 Severability. If any provision of this Agreement is found to be invalid, illegal or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it valid and enforceable.

17. COUNTERPARTS

17.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be binding and effective as original signatures.

EXECUTION

The parties have executed this Agreement through their duly authorized representatives as of the date first written above.

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