Prepaid Service Contract

PREPAID SERVICE CONTRACT

Parties

Recitals

WHEREAS, Service Provider named above is engaged in the business of providing professional services as described in this Agreement and represents that it has the skill and expertise to perform such services for compensation; and

WHEREAS, Client desires to prepay funds to Service Provider in exchange for the provision of services on the terms and conditions set forth in this Contract, and Service Provider agrees to accept prepaid funds and provide services in accordance with this Contract; and

WHEREAS, the parties intend that prepaid funds be applied against fees for services rendered and that the rights and obligations of the parties be governed by the terms below.

Scope of Work

Service Provider shall perform the services described below for Client. Services shall be performed in a professional manner consistent with industry standards. Specific deliverables, milestones, and performance standards are described in the scope field.

Payment Terms (Prepaid)

Client shall deposit a prepaid credit with Service Provider in the amount set forth below. Prepaid funds will be drawn against according to Service Provider's standard hourly or project rates as applied to time and materials or fixed-fee tasks, as specified in the scope of work.

Prepaid balances shall be depleted as services are rendered. When the prepaid balance reaches the replenish threshold, Client agrees to timely deposit additional funds upon Service Provider's request. If prepaid funds are not replenished within the notice period below, Service Provider may suspend services until funds are restored.

Refunds of unused prepaid funds will be handled as selected below. If no selection is made, funds will be retained for application to services for the term specified.

Refund refundable unused balance within specified period

Prepaid funds are nonrefundable except as required by law

Term and Termination

This Agreement shall commence on Effective Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination for material breach may be effected immediately if the breaching party fails to cure within fifteen (15) days following written notice of breach.

Upon termination, Service Provider shall provide an accounting of prepaid funds and, if applicable under the refund policy above, refund any unused balance after offsetting amounts owed for services rendered through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other, including pricing, business plans, client lists, technical data and work product. The receiving party shall (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need access to perform obligations and who are bound by confidentiality obligations no less protective than this clause.

Confidentiality obligations do not apply to information that: (i) is or becomes public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party to allow for a protective order or other remedy.

Indemnity and Limitation of Liability

Each party shall indemnify and hold the other harmless from and against claims arising from its own negligence or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF A PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, the parties consent to binding arbitration in the county of the Service Provider's principal place of business, with arbitration administered under the applicable arbitration rules selected by the parties.

Entire Agreement; Assignment; Severability

This Agreement, including any attachments and documents referenced herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior negotiations, representations, or agreements, whether written or oral. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective upon delivery when delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested.

Execution

The parties acknowledge that they have read and understand this Agreement, that they are duly authorized to execute this Agreement on behalf of the respective parties, and that execution may be by electronic signature having the same effect as an original signature.

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