Service Deposit Agreement

SERVICE DEPOSIT AGREEMENT

This Service Deposit Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: . The parties agree as follows.

WHEREAS

WHEREAS, Service Provider is engaged to perform certain services described herein for Client pursuant to the terms of this Agreement; and

WHEREAS, Client desires to secure scheduling and initial performance of such services by paying a deposit to Service Provider, which deposit shall be applied to fees in accordance with the Payment Terms below; and

WHEREAS, the parties intend for this Agreement to set forth the terms governing the deposit, its application, and the rights and obligations of the parties with respect to the services to be performed.

SCOPE OF WORK

PAYMENT TERMS

Deposit Amount: $ payable by Client to Service Provider to secure services. Deposit Due Date: .

Late Payment Fee: If any amount due beyond application of the deposit is not paid within days of the invoice date, a late fee of will be assessed on the outstanding balance.

TERM AND TERMINATION

Effective Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach is effective immediately upon written notice if the breach is not cured within days after receipt of notice.

Upon termination, Service Provider shall apply the deposit toward outstanding fees for services performed through the termination date. Any remaining refundable portion of the deposit shall be returned to Client within days after final accounting.

CONFIDENTIALITY

Each party acknowledges that during performance of services it may receive confidential and proprietary information of the other party. Except as required by law, each party agrees to: (a) hold such information in strict confidence; (b) use such information only for purposes of performing this Agreement; and (c) not disclose such information to any third party without prior written consent. Confidential information does not include information that is or becomes publicly known through no wrongful act of the receiving party, is lawfully received from a third party without restriction, or is independently developed.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the deposit and the services described herein, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to an entity acquiring all or substantially all of the assigning party's business.

Force Majeure: Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, pandemics, strikes, governmental actions, or interruptions in utilities or telecommunications, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

RECONCILIATION AND REFUND PROCEDURE

If a refund of the deposit is due under this Agreement, Service Provider will remit the refundable amount by check or electronic transfer to the Client at the address or account provided by Client within the refund period specified above.

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