Initial Client Pack

Initial Client Pack

Parties and Identification

Whereas

WHEREAS, Client Name: (the "Client") requires professional services in connection with the matters described in this Initial Client Pack;

WHEREAS, Service Provider Name: (the "Provider") has the expertise and resources to perform the services set forth below;

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

Scope of Work

The Provider shall perform the services and deliver the deliverables described below. The scope may be modified only by written amendment signed by both parties.

Payment Terms

Client shall pay Provider the fees and reimbursements set forth below in accordance with the schedule. All amounts are stated in U.S. dollars unless otherwise noted.

Invoices not paid within the Invoice Due period shall accrue interest at the Late Fee rate specified above, applied monthly on the outstanding balance, and Client shall be responsible for any collection and legal costs reasonably incurred by Provider to collect overdue amounts.

Term and Termination

This Agreement commences on the Start Date specified below and continues until the End Date unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience by delivering written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if such breach is not cured within 30 days after written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all Confidential Information of the other party (the "Disclosing Party") disclosed in connection with this Agreement. "Confidential Information" means all non-public information disclosed in oral, written, electronic, or other form that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, contractors, and 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 use or disclosure. Confidential Information does not include information that: (i) was in the public domain at the time of disclosure; (ii) becomes publicly available through no fault of the Receiving Party; (iii) was rightfully in the Receiving Party's possession prior to disclosure; or (iv) is lawfully obtained from a third party without restriction.

Upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's election, return or destroy Confidential Information and provide written certification of destruction or return. Remedies at law may be inadequate to protect the Disclosing Party; accordingly, the Disclosing Party shall be entitled to equitable relief, including injunctive relief, in addition to any other remedies.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider retains ownership of pre-existing materials, methodologies, tools, and know-how. Upon full payment for services, Provider grants Client a non-exclusive, non-transferable license to use final deliverables for Client's internal business purposes. Provider may use anonymized examples of work for portfolio or marketing purposes provided no Confidential Information is disclosed.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, and to the maximum extent permitted by law, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for claims related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve months preceding the claim.

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 conflicts of law principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in the county where the Provider's principal place of business is located, unless the parties mutually agree otherwise.

Entire Agreement

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice):

Acknowledgements

By signing below, the undersigned represent and warrant that they are authorized to enter into this Agreement on behalf of the party for whom they sign, that they have read and understand the terms of this Agreement, and that they accept these terms.

Client confirms receipt of initial onboarding materials and agrees to cooperate with Provider in a timely manner, including providing required access, data, and approvals necessary for Provider to perform services: Acknowledged

Sign Now