Client Sign-up Package

Client Sign-up Package — General Business Agreement

Parties and Recitals

This Client Sign-up Package (the Agreement) is entered into by and between Company Name: and Client Name: .

WHEREAS, Company provides professional services in the nature described below; and

WHEREAS, Client desires to engage Company to provide such services under the terms set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to memorialize the scope, payment terms, confidentiality obligations, and the other contractual provisions necessary to govern their relationship.

Client Contact & Entity Information

Individual    Corporation    LLC    Partnership    Other:

Scope of Work

Company shall perform the services described below for Client in accordance with the terms of this Agreement. The parties acknowledge that changes in scope may require a written change order signed by both parties.

Payment Terms

Client shall pay Company the fees and expenses described below in consideration for the services rendered. All fees are payable in U.S. dollars unless otherwise agreed in writing.

One-time upon execution    Monthly recurring    By milestone — Milestone details:

Overdue invoices shall bear interest at the lesser of: a) per month (18% per annum), or b) the maximum rate permitted by applicable law. Client agrees to pay collection costs and attorneys' fees incurred by Company in enforcing payment.

Term and Termination

This Agreement commences on the Start Date and continues until the Completion Date, unless earlier terminated as provided herein.

Start Date: and Completion Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate without cause by providing written notice at least days prior to the intended termination date. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was rightfully known to the receiving party prior to disclosure, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is rightfully obtained from a third party without restriction.

The receiving party shall (a) maintain the confidentiality of the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, and (b) use Confidential Information only for the purposes of performing under this Agreement. Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information and certify such destruction if requested.

Representations and Warranties; Liability

Each party represents that it has the full power and authority to enter into this Agreement. Company warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES. COMPANY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT FOR THE AFFECTED SERVICES.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall attempt to resolve disputes in good faith through negotiation, and if unsuccessful, submit to the exclusive jurisdiction of the courts located in that State.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Acknowledgement

By signing below, the undersigned represent and warrant that they are authorized to execute this Agreement on behalf of the party for which they sign, that they have read and understand the terms contained herein, and that they agree to be bound by such terms.

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