Service Scope Agreement

SERVICE SCOPE AGREEMENT

This Service Scope Agreement (the Agreement) is entered into on Day: Month: Year: , by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client requires certain services as described in this Agreement and desires to engage Contractor to perform such services in accordance with the terms and conditions set forth herein; and

WHEREAS, Contractor represents that it has the expertise, personnel, and resources necessary to perform the services and agrees to perform those services in a professional and workmanlike manner consistent with industry standards.

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

SCOPE OF WORK

Contractor shall perform the services and deliverables described below. The Scope of Work establishes responsibilities, deliverables, milestones, and acceptance criteria. Any changes to the Scope of Work must be documented in a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Contractor for the services described in the Scope of Work in accordance with the following terms.

Any amounts not paid when due shall accrue interest at the rate of % per month (or the maximum rate permitted by applicable law), and Client shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all information disclosed by one party to the other, whether orally or in writing, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to (a) use Confidential Information solely to perform its obligations under this Agreement, (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein, and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is (i) publicly available through no breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the other party’s Confidential Information, or (iv) required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates reasonably with any efforts to limit disclosure.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law, except to the extent such claims arise from the indemnitee's gross negligence or willful misconduct.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, overnight courier, or certified mail, return receipt requested, or by email with confirmation of transmission.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties agree that disputes will be resolved in the courts located in that State, subject to any compulsory jurisdictional rules.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by both parties.

SEVERABILITY; WAIVER

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right.

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