Subscription Recurring Invoice

SUBSCRIPTION RECURRING INVOICE AND SERVICE AGREEMENT

Parties and Invoice Header

Provider Name:    Provider Address:

Client Name:    Client Address:

Invoice Number:    Invoice Date:

Billing Period: From to    Due Date:

Recitals

WHEREAS, Provider is engaged in the business of delivering subscription-based services and/or products as described below, and possesses the expertise, personnel and resources necessary to provide such services; and

WHEREAS, Client desires to subscribe to Provider's services on a recurring basis and to receive invoices for such services in accordance with the payment terms set forth in this document; and

WHEREAS, the parties desire to set forth the payment obligations, billing schedule, term, termination rights, confidentiality obligations and governing law applicable to the subscription and recurring charges.

Scope of Services

Itemized Charges

Payment Terms

Payment Amount:    Billing Frequency: Monthly Quarterly Annual

Recurring Amount Per Period:    Next Billing Date:

Payment Method:    Client authorizes automatic charges to the above payment method.

Late Fee:    or Flat Fee:    Grace Period (days):

All amounts are payable in U.S. dollars unless otherwise agreed. If any payment is not received by Provider within the stated due date plus the grace period, Provider may suspend services, assess the late fee described above, and/or seek any remedies permitted by law. Interest shall accrue on past due amounts at the stated monthly rate or, if none is specified, at the maximum rate permitted by applicable law.

Term and Termination

Term Start Date:    Term End Date:

Notice Period for Termination (days):

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. Provider may also terminate immediately for non-payment. Termination shall not relieve Client of any payment obligations accrued through the effective date of termination, including any prorated charges and any unpaid late fees.

Confidentiality

Each party agrees that all non-public, business, technical and financial information disclosed by one party to the other and marked or otherwise reasonably identified as confidential (Confidential Information) will be held in confidence and used solely for the purposes of performing under this Agreement. Confidential Information shall not include information that is publicly known, rightfully received from a third party without obligation of confidentiality, or independently developed without use of Confidential Information. The receiving party shall take reasonable measures to protect the disclosing party's Confidential Information and shall not disclose it to any third party except to employees, agents or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those in this clause.

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 laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising under this Agreement, subject to any alternative dispute resolution agreed in writing.

Entire Agreement

This document, together with any exhibits, order forms and payment authorizations expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subscription services described herein and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Client acknowledges that by signing below Client authorizes Provider to invoice Client on the recurring schedule selected above and to charge the designated payment method if autopay authorization is selected. Provider may adjust fees for inflation or increased costs with thirty (30) days' prior written notice to Client.

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