Client Stipulation Agreement

CLIENT STIPULATION AGREEMENT

This Client Stipulation Agreement (the Agreement) is entered into by and between:

Client Name:

Client Address:

Service Provider Name:

Service Provider Address:

RECITALS

WHEREAS, Client requires certain services and desires to engage Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the professional capability and experience to perform the services described herein and is willing to perform such services for Client on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the scope of services, payment, confidentiality, and other matters in writing.

SCOPE OF WORK

Provider shall perform the services described below in a professional manner consistent with industry standards:

PAYMENT TERMS

Client agrees to pay Provider as set forth below. Fees and payment obligations are non-contingent except as expressly stated.

Any undisputed past-due amount shall accrue interest at the lesser of: (a) per month, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and, unless earlier terminated as provided herein, shall continue until the End Date.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination for cause shall be permitted upon material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice identifying the breach.

CONFIDENTIALITY

"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 given the nature of the information and the circumstances of disclosure. Provider and Client shall each:

(a) hold Confidential Information in strict confidence and use it solely to perform obligations under this Agreement; (b) restrict disclosure to employees, contractors, or agents with a 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. Confidential Information does not include information that: (i) was already known without obligation of confidentiality, (ii) becomes publicly available through no fault of the receiving party, (iii) is rightfully obtained from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

If a receiving party is compelled by law or valid order to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and, where lawful and practicable, cooperate to seek confidential treatment or a protective order.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has the authority to enter into this Agreement and that its performance will not violate any agreement with a third party. Provider further warrants that services will be performed in a professional and workmanlike manner in accordance with prevailing industry standards.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The total aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total amounts actually paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

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 conflict of law principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be submitted to binding arbitration pursuant to rules selected by the parties, conducted in the county where the Provider's principal place of business is located, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

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

ASSIGNMENT

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes Provider's obligations hereunder.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, sent by overnight courier with proof of delivery, or sent by certified mail, return receipt requested, to the addresses set forth above or to such other address as either party may designate in writing.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable while preserving the intent of the parties, and the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an agency, partnership, or employment relationship.

The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms. Each signatory below certifies that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

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