Service Preparation Document

SERVICE PREPARATION DOCUMENT

Parties

Effective Date:

Recitals

WHEREAS, Client engages Service Provider to perform certain preparatory services required to enable the delivery of the contracted services described herein; and

WHEREAS, Service Provider has represented that it possesses the necessary personnel, skills, equipment and expertise to perform the preparation tasks in accordance with the scope and schedule set forth in this Service Preparation Document;

WHEREAS, the parties desire to set forth the tasks, deliverables, schedule and payment terms associated with preparatory work to be performed prior to or concurrent with primary service delivery.

Scope of Work

Service Provider shall perform the preparatory tasks described below. Tasks shall be performed in a diligent, professional manner consistent with industry standards and in compliance with applicable laws and regulations.

Payment Terms

The Client shall pay Service Provider for preparatory work as follows.

If any undisputed invoice is not paid within days after the invoice due date, Client shall pay a late fee of on the overdue amount, plus any costs of collection.

Term and Termination

This Service Preparation Document commences on the Start Date and continues until the Completion Date unless earlier terminated in accordance with this section.

Start Date:    Completion Date:

Either party may terminate this Document for material breach by the other party if the breach is not remedied within days after written notice. In addition, the parties may terminate for convenience upon mutual written agreement, subject to payment for all preparatory work performed and reasonable demobilization costs.

Confidentiality

Each party agrees that all non-public information disclosed by one party to the other in connection with preparatory activities (including but not limited to business plans, designs, technical data, pricing, and client lists) shall be held in strict confidence and used solely for performance under this Document. Confidential information shall not include information that is or becomes generally available to the public other than by breach of this clause, or information rightfully received from a third party without restriction. Receiving party shall take reasonable measures to protect Confidential Information no less than those it takes to protect its own confidential information.

Representations, Warranties and Indemnity

Service Provider represents that preparatory work will be performed in a workmanlike manner and in accordance with agreed specifications. Client represents that it has the authority to grant access and approvals required for performance. Each party shall indemnify and hold harmless the other party from claims, liabilities, losses and expenses arising from the indemnifying party’s negligence or willful misconduct in connection with this Document.

Governing Law

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

Entire Agreement

This Service Preparation Document, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to preparation services and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

Notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Delivery by email is permitted where a confirming copy is sent by a nationally recognized overnight courier or hand-delivered.

Insurance

Service Provider shall maintain at its expense general liability, workers' compensation and professional liability insurance appropriate to the preparatory work. Upon request, Service Provider shall provide certificates evidencing such coverage.

Execution

The parties, by signing below, acknowledge that they have read and understood this Service Preparation Document and agree to be bound by its terms.

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