Client Service Terms

CLIENT SERVICE TERMS

PARTIES AND RECITALS

This Client Service Terms agreement is entered into effective as of (Effective Date), by and between Client Name: and Service Provider: .

WHEREAS, Client requires certain professional services described below; and

WHEREAS, Service Provider has the expertise and capacity to perform the services and wishes to provide such services to Client under the terms set forth in this agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that the following description sets the scope and may be amended only in writing as provided herein.

PAYMENT TERMS

In consideration for the services rendered, Client shall pay Service Provider as follows.

Client shall pay all undisputed invoices within the time specified in the Payment Schedule. Disputed amounts must be raised in writing within ten (10) business days of receipt of invoice; undisputed portions remain due and payable.

TERM AND TERMINATION

This agreement commences on and, unless earlier terminated in accordance with this Section, continues until .

Either party may terminate for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of breach.

On termination, Client shall pay Service Provider for all services performed and reasonable expenses incurred through the effective date of termination. Service Provider shall deliver all completed and in-progress work to Client within ten (10) business days after termination, subject to Client's payment of outstanding amounts.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) maintain the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not 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 to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly known through no breach of this agreement; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of or reference to the disclosing party's Confidential Information. If a receiving party is compelled to disclose Confidential Information by law, it shall provide prompt notice to the disclosing party, if permitted, and cooperate to obtain a protective order.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and tools, methodologies and know-how used in performing the services. Client shall own all deliverables specifically created for Client under this agreement upon full payment of fees due for such deliverables. Service Provider may retain copies of deliverables for archival and quality assurance purposes, subject to the confidentiality obligations herein.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its gross negligence, willful misconduct or breach of this agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties agree to submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of this agreement.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: All notices required or permitted shall be in writing and delivered to the addresses set forth below or as otherwise designated in writing by the parties.

ENTIRE AGREEMENT

This agreement, including any attached schedules or statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification of this agreement must be in writing and signed by authorized representatives of both parties.

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