Client Services Handbook

CLIENT SERVICES HANDBOOK

This Client Services Handbook (the "Handbook") sets forth the policies, procedures, service standards, and contractual terms governing the delivery of services by Provider Name: to Client Name: . The parties agree these terms shall apply as of Effective Date: .

RECITALS

WHEREAS, Provider Name: is engaged in the business of providing professional services described herein; and

WHEREAS, Client Name: desires to retain Provider to perform such services under the terms of this Handbook; and

WHEREAS, the parties intend that this Handbook govern service levels, deliverables, client and provider obligations, payment terms, confidentiality, and dispute resolution for the relationship described herein.

SCOPE OF WORK

Provide a clear, detailed description of services to be performed, deliverables, milestones, and acceptance criteria. Where applicable indicate service hours, response targets, and escalation points.

SERVICE LEVELS & PERFORMANCE

Provider will perform services in a professional and workmanlike manner consistent with industry standards. Specific performance metrics and remedies are set forth below.

CLIENT RESPONSIBILITIES

Client agrees to provide access to personnel, systems, information, and approvals as reasonably required for Provider to perform the scope of work. Client will designate an authorized representative for day-to-day coordination.

PROVIDER RESPONSIBILITIES

Provider shall deliver services in accordance with the Scope of Work and Service Level Targets. Provider will assign qualified personnel, maintain appropriate insurance, and comply with applicable laws in performance of services.

PAYMENT TERMS

Fees due for services will be as set forth below. All monetary amounts are in U.S. dollars unless otherwise stated.

All invoices are due within Payment Period (days): days of receipt unless otherwise agreed in writing. Disputed amounts must be raised within 10 days of invoice receipt.

TERM AND TERMINATION

This Handbook commences on Start Date: and, unless earlier terminated in accordance with this section, continues until End Date: or until the Scope of Work is completed.

Either party may terminate for convenience upon written notice delivered at least Notice Period (days): days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of 30 days following written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one party to the other, whether oral, written, or electronic, that is marked confidential or that a reasonable person would understand to be confidential. Confidential Information excludes information that: (a) is or becomes public through no breach of this Handbook; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law, regulation or valid order of a court or governmental body (subject to notice to the disclosing party).

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information but in no event less than reasonable care, and shall limit access to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of pre-existing materials, methods, and know-how used in providing the services. Client is granted a non-exclusive, non-transferable license to use Deliverables solely for its internal business purposes upon full payment. Any custom deliverables specifically commissioned and paid for may be assigned as agreed in writing.

DATA SECURITY & PRIVACY

Provider will implement commercially reasonable administrative, technical and physical safeguards appropriate to the sensitivity of the data processed. Provider will notify Client without unreasonable delay following discovery of any security incident affecting Client Data and will cooperate in remediation and regulatory obligations as required by applicable law.

CHANGE ORDERS

Changes to the Scope of Work shall be documented in written change orders signed by both parties that specify the change, schedule impact, and any adjustment to fees. Work performed without an executed change order that materially changes scope may be subject to additional charges.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party agrees to indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of this Handbook, negligence, or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR CONFIDENTIALITY BREACHES, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR DIRECT DAMAGES SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS HANDBOOK DURING THE PRIOR TWELVE MONTHS.

GOVERNING LAW & DISPUTE RESOLUTION

This Handbook shall be governed by the laws of State: without regard to its conflicts of laws principles. The parties will first seek to resolve disputes through good faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in the agreed jurisdiction unless otherwise required by law.

ENTIRE AGREEMENT

This Handbook, together with any executed statements of work and change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment must be in a signed writing executed by authorized representatives of both parties.

ACKNOWLEDGMENT

By signing below, each party acknowledges receipt of this Handbook, represents that the person signing is authorized to bind the party, and accepts the terms and conditions contained herein.

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