Client Signature Paperwork

CLIENT SIGNATURE PAPERWORK

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client Name: seeks to retain the Provider to perform services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel and capacity to provide such services on the terms set forth in this agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

The Provider shall perform the services described above in a professional manner consistent with industry standards and in compliance with all applicable laws and regulations. Changes to the scope of work must be documented in writing and signed by both parties; any adjustment to fees or schedule resulting from such changes shall be set forth in a written amendment.

Payment Terms

Total Contract Amount: $

Invoicing: Provider will submit invoices to Client at the intervals set forth above. Client shall pay each undisputed invoice within days of receipt. Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for any collection costs and reasonable attorney fees incurred by Provider in the enforcement of payment.

Late Fee (if applicable):

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of days following written notice of the breach. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

For purposes of this agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) use Confidential Information only for the purposes of performing under this agreement; (b) restrict disclosure of Confidential Information to employees, contractors or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidentiality Exceptions: Confidential Information does not include information that: (i) is or becomes public other than by breach of this agreement; (ii) was known to the receiving party without obligation of confidentiality prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Required disclosures compelled by law shall be made only after prompt notice to the disclosing party to allow for protective measures.

I acknowledge and agree to the confidentiality obligations set forth above.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties expressly submit to the exclusive jurisdiction of the state and federal courts located within that State for purposes of any action arising out of or relating to this agreement.

Entire Agreement and Miscellaneous

This document, including any attachments and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No waiver, modification or amendment of any provision of this agreement shall be effective unless in writing and signed by both parties.

Relationship of Parties: The Provider is an independent contractor and nothing in this agreement shall be construed to create an employer-employee, partnership, agency, or joint venture relationship between the parties. Provider is responsible for all taxes and obligations arising from its performance of services.

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