Provider Information Packet

Provider Information Packet

WHEREAS, Client Name: (the "Client") wishes to engage a provider to furnish services described herein; and

WHEREAS, Provider Legal Name: (the "Provider") represents that it possesses the experience, qualifications, licenses and insurance to perform such services; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows.

1. Provider Contact and Administrative Information

2. WHEREAS / Recitals (Summary)

Provider represents that it will provide the services described in Section 3 in accordance with industry standards, applicable laws, and the timelines set forth in this packet. Client represents that it will pay Provider in accordance with the payment terms set forth below.

3. Scope of Work

Describe the services, deliverables, performance standards and any milestones. Include specific responsibilities of Provider and any Client obligations (e.g., access, approvals).

4. Payment Terms

Provider shall invoice Client for services rendered in accordance with the schedule below. Invoices shall itemize services, hours, materials and taxes. Client shall pay undisputed amounts in accordance with the agreed payment schedule.

All payments due under this packet are exclusive of taxes; Client shall pay applicable taxes unless Provider provides an exempt certificate. Disputed invoice items must be submitted in writing within fifteen (15) days of receipt; undisputed amounts remain payable.

5. Term and Termination

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

Either party may terminate this engagement for convenience upon written notice delivered not less than Notice Period (days): prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice.

6. Confidentiality

For purposes of this packet, "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that, by its nature, would reasonably be considered confidential. Each party shall (a) use Confidential Information solely for performance under this agreement; (b) restrict disclosure to employees and contractors on a need-to-know basis who are bound by confidentiality obligations; and (c) take commercially reasonable measures to protect such information.

Confidential Information does not include information that is (i) already known to the receiving party without restriction; (ii) publicly known through no fault of the receiving party; (iii) rightfully received from a third party without breach of obligation; or (iv) independently developed without reference to the disclosed information. Obligations of confidentiality survive termination for a period of three (3) years, or longer where protected trade secrets are involved as permitted by law.

7. Insurance, Licenses and Compliance

Provider shall maintain all licenses, permits and insurance required by applicable law and by Client's policies. Provider shall furnish certificates of insurance upon request and shall notify Client at least thirty (30) days before cancellation or material change to insurance coverage.

8. Indemnification

Provider shall indemnify, defend and hold harmless Client, its officers, directors and agents from and against all third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Provider's negligent acts, omissions or willful misconduct in the performance of services under this packet. Client shall provide prompt written notice of any claim and shall cooperate in the defense at Provider's expense.

9. Governing Law and Dispute Resolution

This packet shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall first attempt to resolve disputes through good faith negotiation; if unresolved within sixty (60) days, disputes shall be resolved by binding arbitration unless the parties agree otherwise in writing.

10. Entire Agreement

This packet, together with any attachments, schedules and executed change orders, constitutes the entire agreement between Client and Provider with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment must be in writing and signed by authorized representatives of both parties.

11. Certifications and Representations

Provider certifies that the information provided in this packet is true and complete to the best of its knowledge, that Provider is authorized to enter into this agreement, and that Provider will comply with all applicable federal, state and local laws in performing services. Provider further certifies that no bankruptcy or insolvency proceedings are pending against it and that there are no outstanding judgments that would materially affect its ability to perform.

Acknowledgment

By signing below, the undersigned representatives of each party certify that they are authorized to bind their respective parties and that they accept the terms and conditions set forth in this Provider Information Packet.

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