One Time Service Agreement

One Time Service Agreement

Effective Date:

Parties

Service Provider Name: (hereinafter "Service Provider")

Client Name: (hereinafter "Client")

Recitals

WHEREAS, the Service Provider represents that it has the requisite experience, personnel, tools, and qualifications to perform the one-time services described in this Agreement; and

WHEREAS, the Client desires to engage the Service Provider to perform the services on the terms and conditions set forth herein; and

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

Scope of Work

The Service Provider shall perform the following one-time services for the Client. Services shall be performed in a professional manner consistent with industry standards.

Payment Terms

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the maximum lawful rate if lower). Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall terminate upon completion of the services or on End Date: , whichever occurs first, unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work performed to date and, where applicable, any applicable invoices and supporting documentation.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party to the other in any form 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) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to those employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Exceptions and Compelled Disclosure: The obligations above do not apply to information that (i) is or becomes publicly known through no wrongful act of the receiving party, (ii) was in the receiving party's possession prior to disclosure, (iii) is rightfully obtained from a third party without restriction, or (iv) is independently developed. If the receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and cooperate in any lawful effort to limit disclosure or obtain protective relief.

Return or Destruction: Upon termination or upon request, the receiving party shall promptly return or destroy all Confidential Information and certify in writing that it has done so, except to the extent retention is required by law.

Independent Contractor and Insurance

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Service Provider is responsible for all taxes and insurances applicable to its personnel.

Insurance: Where applicable, Service Provider shall maintain commercial general liability and workers' compensation insurance in amounts customary for the services provided and shall provide certificates of insurance upon Client's request.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for incidental, consequential, special, or punitive damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total amount actually paid by Client to Service Provider under this Agreement.

Governing Law

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

Entire Agreement and Miscellaneous

Entire Agreement: This Agreement, including any attachments or exhibits hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to the subject matter hereof.

Amendment: This Agreement may be amended only by a written instrument signed by both parties. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: No waiver of any breach shall constitute a waiver of any other breach.

Remedies: The parties acknowledge that a breach of certain provisions, including confidentiality provisions, may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law, the non-breaching party shall be entitled to seek injunctive or other equitable relief.

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