Client Signature Packet

CLIENT SIGNATURE PACKET

This Client Signature Packet (the Agreement) is entered into as of by and between Client Name: ("Client") and Service Provider Name: ("Service Provider"). The parties agree as follows:

RECITALS

WHEREAS, Client desires to obtain the services described herein from Service Provider, and Service Provider has the capability and agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, schedule, payment terms, confidentiality obligations, and other material terms governing the relationship between the parties.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

SCOPE OF WORK

The services to be performed shall include all tasks reasonably necessary to accomplish the Scope of Work described above. Deliverables, acceptance criteria, performance standards, and milestones shall be as set forth in the Scope of Work or in attached exhibits listed below.

PAYMENT TERMS

All payments are due in accordance with the Billing Schedule. Unpaid amounts shall accrue interest at the rate specified in the Late Payment Fee field, or the maximum rate permitted by law, whichever is lower. Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees, if payment obligations are not met.

TERM AND TERMINATION

Term Start Date:     Term End Date:

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate immediately for material breach that is not cured within fifteen (15) days after written notice of such breach, or immediately for insolvency, bankruptcy, or material unauthorized disclosure of Confidential Information.

CONFIDENTIALITY

"Confidential Information" means all non-public information that the disclosing party designates as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to personnel, advisors, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Confidentiality obligations do not apply to information that: (i) was known to the receiving party prior to disclosure; (ii) becomes publicly known through no fault of the receiving party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the Confidential Information. If disclosure is required by law, the receiving party shall provide prompt written notice to the disclosing party and cooperate, at the disclosing party's expense, to seek a protective order or other appropriate remedy.

Client consents to disclosure of Confidential Information to Service Provider subcontractors and affiliates strictly to the extent necessary for performance, provided Service Provider remains liable for subcontractor compliance with this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the governing state specified above without regard to its conflicts of law principles. The parties shall seek to resolve disputes through negotiation; if unresolved, disputes shall be submitted to the courts located within the governing state, and each party consents to the exclusive jurisdiction and venue of such courts.

REPRESENTATIONS, WARRANTIES, AND INDEMNITY

Each party represents and warrants that it has the authority to enter into this Agreement and perform its obligations. Service Provider represents that services will be performed in a professional and workmanlike manner in accordance with industry standards. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, or damages arising from the indemnifying party's breach of this Agreement, negligent acts, or willful misconduct, except to the extent caused by the other party's breach or misconduct.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments executed contemporaneously with it, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

ADDITIONAL INFORMATION

By signing below, the parties acknowledge that they have read, understood, and agree to be bound by the terms and conditions set forth in this Client Signature Packet. Each signatory represents that they are an authorized representative of the party for which they sign.

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