Signature Step Document

Signature Step Document

This Signature Step Document (the "Agreement") is made effective as of by and between Client Name: with primary address and Service Provider Name: with primary address .

RECITALS

WHEREAS, Client requires certain services related to business operations and has engaged Provider to perform such services under the terms set forth herein; and

WHEREAS, Provider represents that it possesses the necessary qualifications, experience, and personnel to perform the services described in this Agreement and agrees to perform such services in a competent, professional manner; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided and the terms of payment, confidentiality, and termination.

SCOPE OF WORK

Provider shall perform the services described below in accordance with professional standards and the schedule agreed between the parties. Provider will provide periodic progress reports and will comply with Client's reasonable directions that do not materially change the nature of the services.

PAYMENT TERMS

Client shall pay Provider for the services performed as follows. All payments are due in United States currency unless otherwise agreed in writing. Invoices shall itemize services performed and be submitted in accordance with the payment schedule.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred up to the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public, proprietary, or confidential information disclosed by the other party ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure as established by written records; or (iii) is independently developed without use of the disclosing party's Confidential Information. The receiving party shall use Confidential Information solely for the purposes of performing under this Agreement and shall restrict disclosure to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein. Upon termination, receiving party shall return or destroy Confidential Information as directed by the disclosing party.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS; INDEPENDENT CONTRACTOR

Each party represents and warrants that it has the authority to enter into this Agreement. Provider is an independent contractor and not an employee, agent, or partner of Client. Provider shall be responsible for all taxes, insurance, and benefits for its personnel.

Provider affirms that it operates as an independent contractor and will maintain appropriate tax and insurance status.

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