Client Signature Copy Form

CLIENT SIGNATURE COPY FORM

Parties and Identifying Information

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to engage Provider to perform certain services described herein and Provider represents that it has the capacity and expertise to provide such services in accordance with the terms of this Agreement; and

WHEREAS, the parties intend that this Client Signature Copy Form together with any attached statements of work shall constitute the written agreement memorializing the scope, compensation, and terms under which Provider will perform services for Client; and

WHEREAS, the parties agree that the effective date of this engagement is .

Scope of Work

The Provider shall perform the services in a professional and workmanlike manner in accordance with the specifications set out in the Scope of Work and in compliance with applicable laws and industry standards.

Payment Terms

If any undisputed amount is not received by Provider within days after the due date, Client will pay a late fee equal to the lesser of (a) per month on the overdue amount or (b) the maximum amount permitted under applicable law.

Provider will submit invoices to Client at the address or email set forth above. Payment is due within days of invoice unless otherwise agreed in writing.

Term and Termination

Term Start Date:

Term End Date (if applicable):

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Termination for cause may be effected immediately if a material breach is not cured within a commercially reasonable cure period after written notice.

Upon termination, Client shall pay Provider for all services rendered and expenses incurred through the effective date of termination. Provider will deliver to Client all work product completed to the date of termination and, at Client's direction, will return or destroy Client Confidential Information as set forth below.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to disclosure as shown by written records; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those of its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect the confidentiality of such information. These obligations shall survive termination of this Agreement for a period of years.

Upon written request following termination, the receiving party shall return or, at the disclosing party's option, destroy all materials containing Confidential Information and certify in writing that such materials have been returned or destroyed, except that the receiving party may retain one archival copy to the extent required by law or for record-keeping in accordance with its document retention policies.

Representations; Warranties; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. Provider warrants that the services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating litigation. If unresolved, disputes shall be resolved in the courts located in the governing law state unless the parties agree otherwise in writing.

Entire Agreement; Amendment; Assignment

This Form, together with any attached scopes of work and written amendments signed by both parties, constitutes the entire agreement between Client and Provider with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, sale of substantially all of its assets, or corporate reorganization.

Acknowledgment and Certification

The undersigned representatives certify that they are authorized to execute this Agreement on behalf of the respective parties and that they have read, understood, and agree to be bound by the terms and conditions set forth in this Client Signature Copy Form.

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