August 31, 2023




_________________ (“CLIENT”)

THIS AGREEMENT is made on the ………… of………….20……., (hereinafter,
“Effective Date”) entered into by the Contractor and the Client (Contractor and Client
collectively referred to as the “Parties” or individually as the “Party”) and includes that
Party’s successors and assigns.
In consideration of covenants and agreements contained in this agreement, and other good and
valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the
following terms and conditions and to be bound thereby:

  1. TERM
    This agreement shall be valid from the Effective Date until Termination.
    The Contractor shall provide the following services to the Client:

(define the scope of work, hereinafter “Services”)

The Contractor shall perform their services professionally, faithfully, diligently, per this
agreement, and per acceptable industry standards. The Contractor shall only be obligated to
perform the above-mentioned Services; any deviation/ amendment of the said Services must
be agreed to in writing by the parties.

    For the services rendered, the Client shall pay the Contractor $______________ immediately
    following provision of the Services herein.
    The Client agrees to indemnify, hold harmless and defend the Contractor and its directors,
    officers, employees, and agents from and against any incidental, consequential, indirect or
    special damages, or for any loss of profits or business interruptions caused or alleged to have
    been caused by the performance or nonperformance of the services.
    The Client shall not transfer or assign this agreement without the Contractor’s consent.
    However, the Contractor may transfer or assign this agreement or subcontract its obligations
    hereunder at any time without the Client’s consent.
    Parties agree to settle disputes under this Agreement through Mediation.
     The Client may terminate this Agreement, upon giving the Contractor no less than 7
    days’ notice in writing. If the Client wishes to terminate the contract with less than this

stated period, the Contractor reserves the right to charge costs that they have already
paid in advance or incurred.
 The Contractor may terminate this agreement at any time, and without notice due to
but not limited to: the Client changing the scope of work, late payment or non-
 Fulfillment of the parties’ obligations herein shall constitute termination of this
 The termination of this agreement shall not discharge the liabilities accumulated by
either Party. Any Clauses intended by the Parties or this agreement to survive the
termination of this agreement shall survive the termination of this agreement by
whatever cause.

    All non-public, confidential, or proprietary information of a Party (Disclosing Party), whether
    disclosed orally or disclosed or accessed in written, electronic or other form or media, and
    whether or not marked, designated or otherwise identified as “confidential” in connection
    with this Contract is confidential, solely for the use of performing this Contract and may not
    be disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon
    the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all
    documents and other confidential materials received from Disclosing Party. Disclosing Party
    shall be entitled to injunctive relief for any violation of this Section. This Section does not
    apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time
    of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a
    third party.
    For this Agreement, “Force Majeure” means an event which a diligent party could not have
    reasonably avoided in the circumstances, which is beyond the control of a party and includes,
    but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather
    conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other
    action by government agencies. A Party’s failure to fulfill its obligations due to Force Majeure
    shall not be considered a breach of this Agreement, provided that the Party has taken all
    reasonable precautions, due care, reasonable alternative measures, and minimal delay all to
    carry out the terms of this Agreement.
    Neither party shall be held to a higher standard than the other party in the interpretation or
    enforcement of this Contract as a whole or any portion hereof based on drafting
    This Agreement may be amended only by the written consent of the Parties hereto. If any
    provision is held to be invalid or unenforceable, it shall not affect the validity or
    enforceability of any other provision. This Agreement constitutes the entire agreement
    between the Parties. It supersedes all prior oral or written agreements or understandings
    between the Parties concerning the subject matter of this Agreement. The parties will exercise
    utmost good faith in this Agreement. Except where otherwise provided, failure by either party
    to enforce any of these terms or conditions shall not be a waiver of their right to enforce them.
    No waiver by a party of any breach of, or of compliance with, any condition or provision of
    this Agreement by the other party shall be considered a waiver of any other condition or
    provision or of the same condition or provision at another time. This Agreement may be
    executed in any number of counterparts, each of which shall be an original and all of which
    constitute the same instrument.
    The Article and Section headings in this Agreement are for convenience, and they form in no
    part of this Agreement and shall not affect its interpretation. Whenever used herein, the

singular number shall include the plural, and the plural number shall include the singular. Any
references herein to the masculine gender or the masculine form of any noun, adjective, or
possessive shall be construed to include the feminine or neuter gender and form, and vice
versa. This Agreement shall be governed in all respects by the laws of Texas, and its Courts
without regard to its conflict of law provisions. Any notice required to be given between the
Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed
duly given:
(i) if delivered by hand and receipted for by the party addressee, on the date of such
(ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the
third business day after the date postmarked, or
(iii) sent by email.
at the following addresses or such changed address as the Party shall have specified by
written notice, provided that any notice of change of address shall be effective only upon
actual receipt.
Any notice delivered by email shall request a receipt thereof confirmed by email or in writing
by the recipient, and the effective date of such notice shall be the date of receipt, provided
such receipt has been confirmed by the recipient.

Client: _________________________________________________________
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day
and year set forth below.
Signed by the duly authorized representative
Name: …………………………………………
Designation: ……………………………………
Date: …………………………………………….

Signed by the CLIENT

Name: …………………………………………

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