Note-taking Form

NOTE-TAKING FORM AND SERVICE AGREEMENT

This Note-taking Services Agreement (Agreement) is entered into on Date: between the parties identified below. The parties agree as follows.

WHEREAS

WHEREAS, Client requires professional note-taking and meeting documentation services in connection with meetings, conferences, calls, and similar events (Services); and

WHEREAS, Service Provider represents that it has the experience and capacity to provide accurate, timely, and confidential note-taking Services and deliverables; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other material terms governing the Services.

SCOPE OF WORK

Service Provider shall provide professional note-taking services as described below. The services will include attendance (in-person or virtual) as agreed, preparation of concise meeting notes, action item lists, decisions, and delivery of final notes in the agreed format.

MEETING NOTE DETAILS (TO BE COMPLETED FOR EACH EVENT)

Meeting Date:    Time:    Duration:

Confidential Notes: Mark as confidential

PAYMENT TERMS

Client shall pay Service Provider the fees described below in exchange for Services and deliverables produced under this Agreement.

Per meeting    Monthly    Retainer

In the event of late payment, interest shall accrue at the rate set forth above and Client shall be responsible for reasonable collection costs, including attorney fees, if applicable.

TERM AND TERMINATION

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

Either party may terminate for convenience upon providing the notice period above. Either party may terminate immediately for material breach by the other party that is not cured within ten (10) days of written notice. Upon termination, Client shall pay for all Services performed and deliverables produced through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other in connection with this Agreement, whether oral, written, or electronic. Service Provider shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform Services under this Agreement; and (c) not disclose Confidential Information to any third party except to employees or contractors who have a need to know and are bound by obligations of confidentiality no less restrictive than those set forth herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the receiving party; (ii) was lawfully in the receiving party's possession before receipt; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify in writing compliance with this requirement. Remedies at law may be inadequate to prevent breach; therefore, the disclosing party may seek injunctive relief in addition to other remedies.

OWNERSHIP OF NOTES AND DELIVERABLES

Unless otherwise agreed in writing, Client shall own the deliverables and final meeting notes produced for Client under this Agreement upon full payment of fees due. Service Provider retains the right to use aggregated, de-identified data or templates developed independently, provided no Confidential Information is disclosed.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any written attachments or exhibits signed by the parties, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that Service Provider may engage subcontractors provided Service Provider remains responsible for performance.

Independent Contractor: Service Provider is an independent contractor and not an employee, partner, or agent of Client. Nothing in this Agreement creates an employment relationship, partnership, or joint venture.

Survival: The obligations of confidentiality, ownership, payment, and any accrued rights or liabilities shall survive termination or expiration of this Agreement.

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