Onboarding Contract

ONBOARDING CONTRACT

This Onboarding Contract (the Agreement) is entered into as of the Effective Date set forth below by and between the parties identified in the recitals. The parties agree as follows:

Parties and Recitals

Client Name:

Service Provider Name:

WHEREAS, Client desires to engage Provider to perform onboarding and related integration, training, and configuration services as described below; and

WHEREAS, Provider has the requisite experience and resources to provide such services and agrees to perform them pursuant to the terms of this Agreement; and

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

Scope of Work

Payment Terms

Total Compensation:

Late Payment Fee: — applied to any overdue amounts until paid in full.

Expenses: Provider shall be reimbursed for pre-approved, reasonable, and documented out-of-pocket expenses incurred in performance of the Services. Reimbursement requires submission of receipts with the next invoice.

Term and Termination

Term Commencement Date:

Term Expiration Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party not less than days prior to the effective date of termination. Upon termination, Client shall pay Provider for Services performed and approved expenses incurred through the termination date.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) 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; and (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors with a need to know who are bound by obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that is (i) publicly available without breach of this Agreement; (ii) rightfully received from a third party without restriction; (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law, provided the receiving party gives prompt notice and reasonable assistance to obtain protective relief.

Intellectual Property & Deliverables

Ownership: Unless otherwise agreed in writing, Provider grants Client a non-exclusive, perpetual license to use deliverables produced under this Agreement for Client's internal business purposes upon full payment. Provider retains ownership of any pre-existing intellectual property and general know-how used to perform the Services.

Representations; Indemnification

Each party represents that it has the authority to enter into this Agreement. Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's negligent acts or willful misconduct in performance of the Services. Client shall indemnify Provider for claims arising from Client-provided materials or Client's breach of this Agreement.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to that state's conflict of laws rules.

Disputes: The parties shall attempt in good faith to resolve disputes promptly by negotiation. If the parties cannot resolve a dispute within 30 days, either party may pursue any remedies available under applicable law.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including any attachments and accepted statements of work, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendment: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices and Administrative Information

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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