Client Welcome Package

CLIENT WELCOME PACKAGE

Client Name:    Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client desires to engage Service Provider to perform professional services and deliverables described in this Client Welcome Package and any attached statements of work; and

WHEREAS, Service Provider has represented that it possesses the expertise, personnel, and resources necessary to perform the services described and is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Client Welcome Package and any incorporated attachments shall govern the relationship between Client and Service Provider with respect to the initial engagement described below.

Scope of Work

Onboarding & Client Responsibilities

Payment Terms

Total Fee:

Invoices will be submitted to:

Late Payment: If any undisputed amount is not paid within days after the invoice due date, interest shall accrue at % per month on the outstanding balance, or the maximum rate permitted by law, whichever is less. Service Provider may suspend performance for invoices more than days past due after providing days' written notice to Client.

Term and Termination

Term Commencement Date: Term Expiration Date:

Either party may terminate this engagement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the other party fails to cure such breach within days after receipt of written notice describing the breach. Upon termination, Client shall pay Service Provider for services performed and expenses incurred through the effective date of termination. Sections that by their nature should survive termination shall survive.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or business information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") whether disclosed orally or in writing that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information excludes information that is (a) publicly known through no fault of the Receiving Party, (b) rightfully received from a third party without restriction, or (c) independently developed without use of Disclosing Party's Confidential Information.

Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care. Receiving Party may disclose Confidential Information as required by law, provided it gives prompt notice to Disclosing Party to allow for a protective order or other remedy.

Upon termination or written request, Receiving Party shall return or destroy Disclosing Party's Confidential Information and certify such destruction in writing, except that Receiving Party may retain one archival copy as required for legal or compliance purposes.

Intellectual Property & Deliverables

Unless otherwise agreed in writing, Service Provider retains ownership of preexisting intellectual property, tools, templates, and methodologies. Client is granted a non-exclusive, non-transferable license to use deliverables provided under this engagement for Client's internal business purposes upon full payment of all fees. Any third-party materials incorporated into deliverables are subject to applicable third-party licenses and obligations.

Governing Law

This Client Welcome Package and all disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any action arising under this Agreement.

Entire Agreement

This Client Welcome Package, together with any incorporated statements of work and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all prior and contemporaneous agreements, understandings, negotiations and discussions between the parties, whether oral or written. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Independent Contractors: The parties are independent contractors. Nothing herein creates an agency, partnership, joint venture, or employment relationship. Notices shall be in writing and delivered to the addresses furnished by the parties. If any provision is held unenforceable, the remainder shall continue in full force and effect.

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