Instruction Acknowledgment Form

INSTRUCTION ACKNOWLEDGMENT FORM

Parties

Client Name:    Service Provider Name:

Recitals

WHEREAS, Client desires that Service Provider perform certain tasks and follow specified instructions as set forth in this form and any attachments provided to Service Provider; and

WHEREAS, Service Provider represents that it has the experience, skill and capacity to perform the instructions described herein in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties wish to memorialize their mutual understanding regarding the instructions, scope, compensation, confidentiality and other terms governing the performance of those instructions.

Instruction Details and Acknowledgment

Instruction Reference Number:    Date Issued:

By initialing below, the undersigned acknowledges receipt of the instructions described above and confirms that the instructions were read and are reasonably understood.

Client Initials:    Provider Initials:

Scope of Work

Payment Terms

Total Fee:    Currency:

Late Payment Fee:    Collection Costs: The defaulting party shall also be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

Term Commencement: Month Day Year

Termination Date: Month Day Year

Either party may terminate this Agreement for material breach by the other party upon written notice if the breach is not cured within days following receipt of such notice.

Confidentiality

The parties acknowledge that in the performance of obligations under this Agreement they may receive Confidential Information. "Confidential Information" means non-public information disclosed in any form relating to business operations, plans, financial information, trade secrets, client lists and instructions. The receiving party shall:

1. Use Confidential Information only to perform obligations under this Agreement;
2. 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; and
3. Not disclose Confidential Information to third parties except as required by law or to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations of confidentiality shall survive termination of this Agreement for a period of years.

Acknowledgment of Confidentiality: I acknowledge and agree to the confidentiality obligations above.

Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement, that the execution and performance of this Agreement does not violate any agreement with a third party, and that it will perform its obligations in a professional and workmanlike manner consistent with industry standards.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement

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

Acknowledgment and Certification

The undersigned certify that they are duly authorized to bind the party for whom they sign; that they have reviewed the instructions and terms set forth in this form; and that the information provided is true, complete and accurate to the best of their knowledge.

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