Final Client Service Agreement

Final Client Service Agreement

This Final Client Service Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: , effective as of (the "Effective Date").

WHEREAS

WHEREAS, Client desires to obtain certain services from Service Provider and Service Provider represents that it has the qualifications, experience and ability to provide such services in accordance with the terms set forth herein.

WHEREAS, the Parties have negotiated and wish to set forth the final terms and conditions governing the provision of services and the payment therefor.

WHEREAS, this Agreement supersedes all prior proposals, communications and preliminary agreements between the Parties relating to the subject matter hereof.

1. Scope of Work

Service Provider shall perform the services described below in a professional, workmanlike manner consistent with industry standards. The specific services, deliverables, milestones and acceptance criteria are set forth in the scope below.

2. Payment Terms

Client shall pay Service Provider the fees set forth in this section in consideration for the services rendered.

Invoices submitted by Service Provider are due and payable within days from receipt unless otherwise specified in the Payment Schedule. Payments shall be made in United States Dollars unless the Parties agree otherwise in writing.

Any past-due amount shall accrue interest at the lesser of (i) % per month, or (ii) the maximum rate permitted by law. Client shall also reimburse Service Provider for all reasonable collection costs, including attorneys' fees.

3. Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this Section.

Start Date:   End Date:

Either Party may terminate this Agreement for convenience upon providing the other Party with written notice no less than days prior to the effective termination date. Either Party may terminate immediately for material breach that remains uncured for thirty (30) days after receipt of written notice of such breach.

Upon termination, Service Provider shall deliver all completed and in-progress deliverables for which Client has paid, and Client shall pay Service Provider for all work performed through the effective date of termination, including any non-cancellable commitments.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors and agents with a need to know; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Receiving Party; (ii) was lawfully in Receiving Party's possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of Confidential Information. Receiving Party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to Disclosing Party to seek protective measures.

5. Representations; Independent Contractor

Each Party represents that it has the full power and authority to enter into this Agreement. Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider is responsible for all taxes, withholdings and other statutory obligations arising from payments made under this Agreement.

6. Indemnification and Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of its gross negligence or willful misconduct. Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality, neither Party's aggregate liability under this Agreement shall exceed the total amount paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

8. Entire Agreement; Amendments

This Agreement, together with any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

9. Notices

Notices under this Agreement shall be in writing and delivered to the addresses above by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The Parties acknowledge that remedies at law for breaches of confidentiality or intellectual property provisions may be inadequate and that injunctive relief may be appropriate in addition to other remedies.

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