Customer Information Packet

Customer Information Packet

Agreement Recitals

WHEREAS, Client Name: seeks to engage Service Provider Name: to perform certain services described below; and

WHEREAS, the parties desire to set forth the Customer information, the scope of services to be provided, payment terms, confidentiality obligations and other material terms governing the relationship commencing on Effective Date: .

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

Customer Information

Individual    Corporation    LLC    Partnership    Other:

Scope of Work

The Service Provider shall perform the services described below for the Client. The parties intend that the description be sufficiently specific to define deliverables, milestones and acceptance criteria.

Payment Terms

Client agrees to pay Service Provider pursuant to the schedule and amounts set forth below. Fees are non-refundable except as expressly provided in writing.

One-time flat fee    Milestone payments    Recurring (e.g., monthly)

Credit Card    ACH / Bank Transfer    Check

Payments not received within days of invoice due date shall incur a late fee of per month on the outstanding balance, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Termination for cause may be immediate where a material breach remains uncured for a period of 10 days following written notice, or immediately if required to prevent material harm.

Upon termination, Client shall pay for services rendered and expenses incurred through the effective date of termination. Service Provider shall deliver all completed and partially completed work to Client and, where applicable, reasonable assistance for an orderly transition, subject to payment of outstanding fees.

Confidentiality

Each party (the "Recipient") shall maintain in confidence and not disclose any confidential or proprietary information of the other party (the "Discloser") received in connection with this Agreement. Confidential information includes non-public business, technical, financial, and customer information disclosed orally, in writing, or by inspection. Recipient shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, and in no event less than reasonable care.

Confidentiality obligations do not apply to information that: (a) was known to Recipient without restriction prior to disclosure; (b) is or becomes public through no fault of Recipient; (c) is rightfully received by Recipient from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient. Disclosure required by law or court order must be preceded by prompt notice to Discloser where permitted so Discloser may seek protective relief.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved within 30 days, disputes shall be resolved by binding arbitration in the applicable jurisdiction, unless the parties mutually agree otherwise in writing.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client shall indemnify and hold harmless Service Provider from and against claims arising from Client-provided content, materials, or instructions that infringe third-party rights or violate law.

Entire Agreement; Amendments

This document, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acknowledgement

By executing below, the signatories certify that they are authorized to bind their respective party to the terms set forth in this Customer Information Packet and Agreement.

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