Client Service Tips

CLIENT SERVICE TIPS AGREEMENT

This Client Service Tips Agreement ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, the Client engages the Service Provider to provide professional guidance, best-practice tips, and client-facing service procedures intended to improve customer satisfaction and operational consistency (the "Services"); and

WHEREAS, the Service Provider has represented that it possesses the requisite experience and expertise to prepare and deliver such guidance and training materials and to advise on client service protocols; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Service Provider will deliver the Services and the Client will compensate the Service Provider.

SCOPE OF WORK

The Service Provider shall provide client service tips, written procedures, sample scripts, and training recommendations as described below. The parties agree that the Scope of Work may be modified by written amendment signed by both parties.

PAYMENT TERMS

The Client shall compensate the Service Provider for the Services in accordance with the following payment provisions. All payments are due in United States dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on and continue through unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for Cause may be effected immediately upon written notice if a material breach is not cured within fifteen (15) days following receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees or contractors having a need to know and who are bound by confidentiality obligations no less protective than those contained herein; and (c) take reasonable measures to protect Confidential Information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. No modification of this Agreement will be effective unless in writing signed by both parties.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above by hand, certified mail, or nationally recognized courier, and will be deemed given upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Failure by either party to enforce any right or provision will not constitute a waiver of that right or provision.

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