Client Signed Consent

Client Signed Consent

Client Name:    Service Provider Name:

Recitals

WHEREAS, Client Name above requires certain professional services and requests that Service Provider Name above perform such services on the terms and conditions set forth in this consent; and

WHEREAS, Service Provider Name possesses the qualifications, experience, and capability to perform the services described in this agreement and is willing to provide those services upon the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth in writing the Client's consent to the scope of services, payment terms, confidentiality protections, and other material terms applicable to the relationship.

Scope of Work

Payment Terms

Total Fee:

Late Fee:    Invoicing Frequency:

The Client agrees to pay invoices within the times specified above. Late payments shall accrue interest at the rate specified in the Late Fee field or, if unenforceable, at the maximum rate permitted by applicable law. The Client remains responsible for all collection costs, including reasonable attorneys' fees.

Term and Termination

Effective Date:    Term End Date:

Either party may terminate this agreement for material breach by the other party if such breach is not cured within the notice period specified above following written notice. Termination shall be without prejudice to any remedies available at law or in equity. Upon termination, the Client will pay for all services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as permitted by this Agreement. "Confidential Information" means non-public information disclosed in written, oral, electronic, or other form that is identified as confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure.

The Receiving Party shall use Confidential Information solely for the performance of its obligations under this Agreement and shall take reasonable measures to protect the confidentiality of such information, which measures shall be no less than those it uses to protect its own confidential information of similar importance. Confidentiality obligations do not extend to information that: (a) was known to the Receiving Party prior to disclosure; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party.

  Client expressly consents to Service Provider's collection, use, and retention of information reasonably necessary to perform the services described in this Agreement, subject to the confidentiality obligations set forth above.

Governing Law

Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above without regard to conflict of law principles. Exclusive venue for disputes arising out of or relating to this Agreement shall be the state or federal courts located in the specified jurisdiction, unless otherwise agreed in writing.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Representations and Client Certification

The Client represents and warrants that the information provided to the Service Provider is true and complete to the best of the Client's knowledge, that the Client is authorized to enter into this Agreement, and that execution of this Agreement and performance hereunder will not violate any other agreement to which the Client is bound.

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