Meeting CLP Notes

MEETING CLP NOTES

Agreement Date:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client Name: and Service Provider Name: convened a Meeting CLP to discuss client liaison procedures, deliverables and responsibilities;

WHEREAS, the Parties desire to document the meeting record, specify follow-up actions, allocate responsibilities, and memorialize payment and confidentiality obligations arising from the matters discussed;

WHEREAS, the Parties intend for these Meeting CLP Notes, together with the terms set forth below, to govern the performance of obligations identified herein and to serve as a binding business agreement between the Parties.

MEETING DETAILS

Meeting Date:    Time:

SCOPE OF WORK

The Parties agree that the scope of work to be performed following the Meeting CLP includes the tasks, deliverables and milestones described below. Deliverables shall be performed in accordance with professional standards and in the timeframes identified in the action items section.

ACTION ITEMS

Item 1:

Responsible:    Due Date:

Item 2:

Responsible:    Due Date:

Item 3:

Responsible:    Due Date:

PAYMENT TERMS

Total Amount Payable: $

Late Payment Fee: . Late fees accrue from the date payment was due until paid in full.

TERM AND TERMINATION

Effective Start Date:    Term End Date:

Either Party may terminate this Agreement for material breach that remains uncured for days after written notice, or immediately for insolvency, unlawful conduct, or material misrepresentation.

CONFIDENTIALITY

Each Party agrees that Confidential Information disclosed by one Party to the other in connection with the Meeting CLP and the Scope of Work shall be held in strict confidence, used solely for the purposes set forth in this Agreement, and shall not be disclosed to third parties except as required by law. Confidential Information excludes information that: (a) is or becomes public without breach; (b) was rightfully known prior to disclosure; or (c) is independently developed without use of confidential materials.

The receiving Party shall implement reasonable administrative, physical and technical safeguards to protect Confidential Information and shall return or destroy such information upon written request of the disclosing Party or upon termination of this Agreement.

Meeting Confidential Classification: Confidential

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law provisions. Venue for disputes shall be exclusively in the state or federal courts located within that State.

ENTIRE AGREEMENT

These Meeting CLP Notes, including any attachments or exhibits expressly incorporated herein, constitute the entire agreement between the Parties with respect to the subject matter and supersede all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

ADDITIONAL PROVISIONS

Independent Contractor: Service Provider shall perform duties as an independent contractor and not as an employee, agent, or partner of Client. Neither Party may assign its rights or obligations without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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