For purposes of this Agreement, the following terms, whether used in the singular or plural, shall have the meanings respectively ascribed to them: "Services" shall mean the cleaning, janitorial, and ancillary services more particularly described in the section captioned "Scope of Cleaning Services"; "Premises" shall mean the office location identified in the recitals, including such interior and exterior areas as the Parties may designate from time to time in writing; "Business Day" shall mean any day other than a Saturday, Sunday, or federally recognized public holiday in the United States; "Fees" shall mean the compensation payable by the Client to the Provider in consideration of the Services; and "Personnel" shall mean the employees, agents, and permitted subcontractors of the Provider engaged in the performance of the Services.

The headings and captions contained herein are inserted solely for convenience of reference and shall not be deemed to define, limit, extend, or describe the scope of this Agreement or the intent of any provision hereof.

Words importing the singular number shall include the plural and vice versa, and words importing any gender shall include all genders.

The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation," and the word "or" shall be construed in the inclusive sense of "and/or" unless the context clearly requires otherwise.

References to any statute, regulation, or ordinance shall be construed as references to such instrument as the same may be amended, consolidated, re-enacted, or replaced from time to time.

Any reference to a section, clause, paragraph, or subparagraph is, unless otherwise stated, a reference to a section, clause, paragraph, or subparagraph of this Agreement.

In the event of any ambiguity or inconsistency between provisions of this Agreement, the Parties agree that such ambiguity shall not be construed against either Party by virtue of authorship, both Parties having had the opportunity to review and negotiate the terms hereof with the assistance of counsel.

The Client hereby engages the Provider as an independent contractor to perform the Services upon the terms and subject to the conditions set forth in this Agreement, and the Provider hereby accepts such engagement and agrees to perform the Services diligently, faithfully, and in accordance with the standards hereinafter prescribed.

The relationship of the Parties established hereunder shall be that of independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, agency, or fiduciary relationship between the Parties. Neither Party shall have authority to bind or obligate the other in any manner whatsoever except as expressly authorized herein.

The engagement granted hereunder shall be non-exclusive, and nothing herein shall preclude the Provider from rendering similar services to other clients, nor shall anything herein obligate the Client to retain the Provider for services other than those expressly described in this Agreement.

The Provider shall be solely responsible for the recruitment, hiring, supervision, direction, training, discipline, compensation, benefits, workers' compensation coverage, and payment of all applicable payroll taxes and withholdings relating to its Personnel.

The Provider may, with the prior written consent of the Client (such consent not to be unreasonably withheld), engage one or more subcontractors to perform discrete portions of the Services; provided, however, that the Provider shall remain fully responsible and liable to the Client for all acts, omissions, and performance of such subcontractors as though performed by the Provider itself.

The Provider acknowledges that it has made its own independent inquiry and investigation of the Premises, the nature of the Services required, and all other matters relevant to its performance hereunder, and the Provider enters into this Agreement in reliance solely upon such independent inquiry and investigation.

The Client shall designate in writing one or more representatives authorized to interact with the Provider in connection with the Services, and the Provider shall similarly designate a point of contact for day-to-day coordination.

The Provider shall perform general office cleaning Services at the Premises, which shall include, without limitation: dusting and wiping of horizontal surfaces, desks, countertops, shelves, and fixtures; vacuuming of carpeted areas and sweeping and mopping of hard floor surfaces; emptying and relining of waste receptacles and disposal of refuse at designated collection points; cleaning and sanitizing of restrooms, including fixtures, mirrors, partitions, and floors; cleaning and sanitizing of kitchen, break room, and pantry areas, including countertops, sinks, and the exterior of appliances; cleaning of interior glass surfaces and partitions within arm's reach; and spot cleaning of walls, doors, light switches, and high-touch surfaces.

In addition to the recurring Services enumerated above, the Provider shall perform such periodic tasks (such as high dusting, interior window cleaning, carpet shampooing, or floor stripping and waxing) as the Parties may agree upon in writing from time to time, which periodic tasks shall be invoiced separately unless expressly included within the base Fees.

The Services shall not include specialized tasks such as biohazard remediation, mold removal, pest control, exterior window washing above the ground floor, construction cleanup, moving of heavy furniture or equipment, or any work requiring a specialized license, unless specifically agreed in a separate written addendum executed by both Parties.

The Client may from time to time request additional or supplementary cleaning services ("Additional Services") outside the ordinary Scope of Services, and the Provider shall use commercially reasonable efforts to accommodate such requests at mutually agreed rates and upon mutually agreed terms, with such Additional Services to be documented in writing by the Parties prior to performance.

The Provider shall perform the Services in a thorough, professional, and workmanlike manner consistent with recognized commercial cleaning industry standards and in compliance with all applicable federal, state, and local laws, ordinances, rules, and regulations.

The Provider shall promptly notify the Client in writing of any condition encountered at the Premises that may materially impede the performance of the Services, including damage, infestation, hazardous materials, or security concerns.

Any material modification to the Scope of Services shall be effective only when memorialized in a written instrument signed by authorized representatives of both Parties.

The Services shall be performed on a weekly basis, on such day or days of the week and during such hours as the Parties shall mutually agree in writing from time to time, with the initial schedule being [Day(s) of Week] during the hours of [Start Time] to [End Time].

The Provider shall use commercially reasonable efforts to adhere to the agreed schedule and shall promptly notify the Client of any anticipated delay, deviation, or inability to perform the Services at the scheduled time, and the Parties shall cooperate in good faith to reschedule such Services at the earliest practicable opportunity.

Services scheduled to fall on a federally recognized public holiday observed by the Client shall, at the Client's election, be either rescheduled to the next mutually convenient Business Day or waived for that occurrence, with no reduction in Fees unless the Parties expressly agree otherwise in writing.

The Client may, upon not less than [Number] days' prior written notice, request a permanent change to the schedule, day, or hours of performance, and the Provider shall accommodate such request to the extent commercially reasonable, subject to any corresponding adjustment in Fees that may be warranted.

The Provider shall maintain accurate records of the dates and times at which the Services are performed and shall make such records available to the Client upon reasonable request.

Should the Client require temporary suspension of the Services for a limited period (for example, during office closure or renovation), the Client shall provide the Provider with not less than [Number] days' prior written notice, and Fees shall be prorated accordingly for the period of suspension.

If the Provider fails to perform scheduled Services on any given occasion through no fault of the Client or event of Force Majeure, the Provider shall, at the Client's election, either make up the missed service within a reasonable time or credit the Client a prorated amount against the next invoice.

The Client shall furnish the Provider and its authorized Personnel with such access to the Premises as is reasonably necessary to perform the Services at the scheduled times, including, where applicable, keys, access cards, security codes, parking accommodation, and after-hours ingress and egress rights.

All means of access provided to the Provider, including keys, access cards, and security credentials, shall remain the property of the Client and shall be returned promptly upon the earlier of the Client's request or the termination of this Agreement.

The Provider shall maintain strict control over all means of access entrusted to it, shall limit distribution of such means to Personnel with a bona fide need, and shall notify the Client immediately upon learning of any loss, theft, or unauthorized duplication thereof. The reasonable costs of rekeying or reprogramming necessitated by any such loss attributable to the Provider's negligence shall be borne by the Provider.

The Provider shall ensure that its Personnel observe all security protocols, access rules, and site-specific policies communicated to it by the Client, including procedures for arming and disarming alarm systems, locking of doors, and signing in and out of visitor logs.

Personnel of the Provider shall not permit entry to the Premises by any person not authorized by the Client, shall not use the Premises for any purpose other than the performance of the Services, and shall vacate the Premises promptly upon completion of each service visit.

The Client shall be responsible for ensuring that the Premises are in a condition reasonably suitable for the performance of the Services at the scheduled time, including the removal of confidential documents, valuables, and fragile items from work surfaces where practicable.

The Provider acknowledges that it shall have no right of possession, tenancy, or occupancy of the Premises, its access being limited to that necessary for the performance of the Services hereunder.

The Provider shall furnish, at its sole cost and expense, all cleaning supplies, consumables (including cleaning solutions, disinfectants, polishes, trash liners, and the like), equipment (including vacuum cleaners, mops, buckets, and powered floor machines), and tools necessary for the proper performance of the Services, unless otherwise agreed in writing.

Notwithstanding the foregoing, restroom and break room consumables intended for use by the Client's employees and invitees, such as hand soap, paper towels, toilet tissue, and feminine hygiene products, shall be furnished by the Client unless otherwise expressly agreed between the Parties, in which case the Provider's provision of such consumables shall be invoiced at agreed rates.

All cleaning products used by the Provider shall be of commercial grade, shall be appropriate for their intended use and the surfaces to which they are applied, and shall comply with all applicable health, safety, and environmental laws and regulations. The Provider shall maintain and, upon request, provide to the Client current safety data sheets for all chemical products brought onto the Premises.

The Provider shall use its own equipment in the performance of the Services and shall maintain such equipment in good working order and in a safe, sanitary condition.

The Provider's equipment, supplies, and materials stored at the Premises shall be kept in such designated storage area as the Client may make available, and the Provider shall maintain such storage area in a neat and orderly condition.

The Client shall furnish, at no cost to the Provider, reasonable access to water, electricity, and lighting at the Premises necessary for the performance of the Services.

The Provider shall be responsible for the proper handling, storage, use, and disposal of all cleaning chemicals and materials in compliance with applicable law and manufacturer instructions, and shall not pour or dispose of any hazardous substances into drains or waste receptacles contrary to such requirements.

In consideration of the Services, the Client shall pay to the Provider a monthly fee of [Amount] United States Dollars (US$[Amount]), exclusive of applicable taxes (the "Monthly Fee"), subject to adjustment in accordance with the terms of this Agreement.

The Provider shall render invoices to the Client monthly in arrears, with each invoice to be issued within [Number] Business Days following the close of the calendar month in which the Services were performed. Each invoice shall itemize the Services rendered, any Additional Services performed, and any applicable taxes or reimbursable expenses.

The Client shall pay each undisputed invoice within [Number] days of the date of receipt thereof, by [electronic funds transfer / check / other agreed method] to such account or address as the Provider may designate in writing.

If the Client in good faith disputes any portion of an invoice, the Client shall, within [Number] days of receipt, notify the Provider in writing specifying the nature of the dispute and the amount in dispute, and the Parties shall endeavor to resolve the dispute promptly and in good faith. The Client shall remain obligated to pay all undisputed amounts in accordance with the terms hereof.

Any undisputed amount not paid when due shall bear interest from the due date until paid in full at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower.

The Monthly Fee may be adjusted no more frequently than once per calendar year upon not less than sixty (60) days' prior written notice from the Provider, provided that no such adjustment shall exceed [Percentage] percent without the Client's written consent. The Fee may also be adjusted by mutual written agreement to reflect material changes in the Scope of Services, frequency, square footage, or other service parameters.

All Fees are stated exclusive of sales, use, value added, or similar taxes, which, if applicable, shall be the responsibility of the Client and separately itemized on the invoice. Each Party shall be responsible for its own income and franchise taxes.

The Provider shall maintain accurate books and records of the Services performed and amounts invoiced, and shall retain such records for a period of not less than [Number] years following the issuance of the applicable invoice.

The Provider shall perform the Services with the degree of skill, care, and diligence ordinarily exercised by reputable providers of commercial cleaning services under similar circumstances, and in conformity with recognized industry standards.

The Provider shall ensure that all Personnel assigned to perform the Services are legally authorized to work in the United States, have been properly trained in cleaning techniques, chemical handling, and workplace safety, and have been subjected to such background screening as is customary in the commercial cleaning industry.

Personnel of the Provider shall at all times while on the Premises conduct themselves in a professional, courteous, and businesslike manner, shall wear appropriate uniforms or identification bearing the Provider's name, and shall refrain from the use of profanity, the consumption of alcohol or illegal drugs, smoking or vaping outside designated areas, loitering, and any other conduct unbecoming of a professional service provider.

Personnel of the Provider shall not use the Client's telephones, computers, office equipment, supplies, food, beverages, or other property for personal purposes, nor shall they open, read, remove, or disturb any documents, mail, or electronic communications belonging to the Client or its personnel.

The Provider shall promptly remove from the Premises and reassign any member of its Personnel whose conduct, performance, or presence is reasonably objected to by the Client, and shall provide a suitable replacement without disruption to the schedule of Services.

The Provider shall comply with all reasonable rules, policies, and procedures of the Client applicable to contractors working on the Premises that have been communicated to the Provider in writing, including those relating to safety, security, workplace conduct, and non-harassment.

The Provider shall supervise its Personnel at a frequency sufficient to ensure consistent quality of Services and shall conduct periodic quality inspections. The Client may notify the Provider of deficiencies in the quality of Services, and the Provider shall promptly re-perform or remedy any such deficiencies at no additional cost to the Client, provided such notice is given within a reasonable time following the performance in question.

Each Party represents and warrants to the other that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

Each Party represents and warrants that the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action and that this Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms.

Each Party represents and warrants that the execution, delivery, and performance of this Agreement does not and shall not conflict with, result in any breach of, or constitute a default under any other agreement, instrument, judgment, order, statute, or regulation to which it is a party or by which it is bound.

The Provider further represents and warrants that it holds, and shall maintain in full force and effect throughout the Term, all licenses, permits, registrations, and authorizations necessary to perform the Services in the jurisdictions in which the Premises are located.

The Provider further represents and warrants that it has the experience, personnel, equipment, and financial capacity necessary to perform the Services in accordance with this Agreement.

The Provider further represents and warrants that it shall comply with all applicable federal, state, and local laws, including laws relating to immigration, employment, wage and hour, workplace safety, environmental protection, and the handling of hazardous materials.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

The Provider shall, at its sole cost and expense, obtain and maintain in full force and effect throughout the Term of this Agreement the following insurance coverages, written by insurers of recognized financial responsibility authorized to do business in the United States and holding an A.M. Best rating of A- or better: (i) commercial general liability insurance with limits of not less than [Amount] per occurrence and [Amount] in the aggregate, covering bodily injury, property damage, and personal and advertising injury; (ii) workers' compensation insurance in accordance with the statutory requirements of the state(s) in which the Services are performed, and employer's liability insurance with limits of not less than [Amount]; (iii) commercial automobile liability insurance covering owned, non-owned, and hired vehicles, with combined single limits of not less than [Amount]; and (iv) a fidelity bond or employee dishonesty coverage in an amount of not less than [Amount] covering theft by the Provider's Personnel.

The commercial general liability policy shall name the Client, together with its affiliates, officers, directors, employees, and agents, as additional insureds with respect to the Provider's performance of the Services hereunder.

All insurance policies maintained by the Provider shall be primary and non-contributory with respect to any insurance maintained by the Client, and shall contain a waiver of subrogation in favor of the Client to the fullest extent permitted by law.

The Provider shall furnish to the Client certificates of insurance evidencing the coverages required hereunder prior to the commencement of Services and upon each renewal thereof, and shall provide the Client not less than thirty (30) days' prior written notice of any cancellation, non-renewal, or material reduction of such coverages.

The maintenance of insurance required hereunder shall not be construed to limit the liability of the Provider under this Agreement, and the Provider's indemnification obligations shall apply regardless of whether such obligations are covered by insurance.

The Client may, at its discretion, maintain such property, casualty, and liability insurance covering the Premises and its own operations as it deems appropriate.

The Provider shall indemnify, defend, and hold harmless the Client and its affiliates, officers, directors, employees, and agents (collectively, the "Client Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of or relating to: (i) any bodily injury, death, or damage to tangible property caused by the negligence or willful misconduct of the Provider or its Personnel; (ii) any breach by the Provider of its representations, warranties, or covenants hereunder; (iii) any theft or dishonest act by the Provider's Personnel while on the Premises; or (iv) any claim by any Personnel of the Provider relating to employment, compensation, or benefits.

The Client shall indemnify, defend, and hold harmless the Provider and its affiliates, officers, directors, employees, and agents (collectively, the "Provider Indemnitees") from and against any and all Losses arising out of or relating to: (i) any bodily injury, death, or damage to tangible property caused by the negligence or willful misconduct of the Client or its personnel; (ii) any breach by the Client of its representations, warranties, or covenants hereunder; or (iii) any pre-existing condition at the Premises not disclosed to the Provider and of which the Client had actual knowledge.

The indemnified Party shall promptly notify the indemnifying Party in writing of any claim for which indemnification is sought, provided that the failure to give such prompt notice shall not relieve the indemnifying Party of its obligations hereunder except to the extent such Party is materially prejudiced thereby. The indemnifying Party shall have the right to assume and control the defense and settlement of such claim with counsel of its choice, and the indemnified Party shall cooperate reasonably in such defense.

In no event shall either Party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of business, or loss of goodwill, arising out of or relating to this Agreement, whether in contract, tort, or otherwise, even if such Party has been advised of the possibility of such damages.

Except for liability arising from (i) a Party's indemnification obligations hereunder, (ii) a Party's breach of its confidentiality obligations, (iii) the gross negligence or willful misconduct of a Party, or (iv) a Party's obligation to pay Fees when due, the aggregate liability of each Party arising out of or relating to this Agreement shall not exceed an amount equal to the total Fees paid or payable hereunder during the twelve (12) month period immediately preceding the event giving rise to the claim.

The Provider shall promptly report to the Client any damage caused to the Premises or to the Client's property by the Provider or its Personnel, and shall, at the Provider's cost, repair or replace such damaged property to the Client's reasonable satisfaction.

The provisions of this section shall survive the expiration or earlier termination of this Agreement.

Each Party (the "Receiving Party") acknowledges that in the course of performing this Agreement it may receive or have access to confidential and proprietary information of the other Party (the "Disclosing Party"), including business plans, financial information, customer and employee information, trade secrets, pricing, methods, processes, and other non-public information (collectively, "Confidential Information").

The Receiving Party shall (i) hold all Confidential Information in strict confidence; (ii) use such Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (iii) restrict disclosure of such Confidential Information to its Personnel having a bona fide need to know and who are bound by confidentiality obligations no less protective than those contained herein; and (iv) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information shall not include information that (i) is or becomes generally known to the public through no breach of this Agreement; (ii) was lawfully in the Receiving Party's possession prior to disclosure without obligation of confidentiality; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) is rightfully received by the Receiving Party from a third party without obligation of confidentiality.

If the Receiving Party is required by law, regulation, or valid legal process to disclose any Confidential Information, it shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy, and shall furnish only that portion of the Confidential Information which is legally required.

Upon the expiration or earlier termination of this Agreement, or upon the Disclosing Party's earlier written request, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all Confidential Information in its possession or control, and shall certify such return or destruction in writing if requested.

Each Party acknowledges that any breach of the provisions of this section may cause the Disclosing Party irreparable harm for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the necessity of posting bond, in addition to any other remedies available at law or in equity.

The obligations set forth in this section shall survive the expiration or earlier termination of this Agreement for a period of [Number] years, and in the case of trade secrets, for so long as such information retains its status as a trade secret under applicable law.

Either Party may cancel an individual scheduled service occurrence, without cancellation of this Agreement in its entirety, by providing the other Party with not less than [Number] hours' prior written notice (which may be delivered by electronic mail to the designated contact) of such cancellation.

If the Client cancels an individual service occurrence with less than the required notice set forth above, the Client shall nevertheless be obligated to pay the Fee allocable to such cancelled service occurrence, unless the cancellation is due to an event of Force Majeure or the fault of the Provider.

If the Provider cancels or fails to perform an individual service occurrence with less than the required notice, the Provider shall, at the Client's election, either (i) reschedule and perform the cancelled Services within [Number] Business Days thereafter at no additional charge, or (ii) credit the Client with the prorated Fee allocable to such cancelled service occurrence against the next monthly invoice.

Repeated cancellations by either Party (defined as [Number] or more cancellations within any [Number] consecutive month period) shall entitle the non-cancelling Party to review and, if appropriate, renegotiate the schedule, Fees, or other terms of this Agreement, and may constitute grounds for termination for cause as provided herein.

Nothing in this section shall limit the right of either Party to terminate this Agreement in accordance with the section entitled "Term and Termination."

The Parties shall endeavor in good faith to reschedule any cancelled service occurrence to a mutually convenient time within a reasonable period following the cancellation.

This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial term of [Number] months or years (the "Initial Term"), unless earlier terminated in accordance with the provisions hereof.

Following the Initial Term, this Agreement shall automatically renew for successive terms of [Number] months or years each (each a "Renewal Term," and together with the Initial Term, the "Term"), unless either Party provides the other with written notice of non-renewal not less than [Number] days prior to the expiration of the then-current Term.

Either Party may terminate this Agreement for convenience, without cause and without liability to the other Party (other than for Fees and expenses accrued through the date of termination), by providing not less than [Number] days' prior written notice to the other Party.

Either Party may terminate this Agreement for cause, with immediate effect upon written notice to the other Party, if the other Party: (i) commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; (ii) becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days, or has a receiver appointed for substantially all of its assets; or (iii) ceases to carry on business in the ordinary course.

The Client may further terminate this Agreement for cause, with immediate effect upon written notice, in the event of (i) repeated failure of the Provider to perform the Services in accordance with the standards set forth herein following written notice and reasonable opportunity to cure, (ii) theft, fraud, or willful misconduct by the Provider or its Personnel, or (iii) the Provider's failure to maintain the insurance coverages required hereunder.

Upon any expiration or termination of this Agreement, (i) the Provider shall promptly cease performance of the Services; (ii) the Provider shall return to the Client all keys, access cards, security credentials, and Client property in its possession; (iii) the Client shall pay to the Provider all undisputed Fees accrued through the effective date of termination; and (iv) each Party shall comply with its obligations under the section entitled "Confidentiality."

The provisions of this Agreement which by their nature are intended to survive expiration or termination, including those relating to payment of accrued Fees, confidentiality, indemnification, limitation of liability, governing law, and dispute resolution, shall so survive.

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than the obligation to pay money when due) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, fire, flood, earthquake, severe weather, war, terrorism, civil disturbance, riot, strike or other labor disturbance (other than one involving its own employees), epidemic, pandemic, governmental action or restriction, failure of utilities or telecommunications, or other similar causes (each a "Force Majeure Event").

The Party affected by a Force Majeure Event shall promptly notify the other Party in writing of the occurrence thereof, specifying the nature and expected duration of the event, and shall use commercially reasonable efforts to mitigate the effects of such event and to resume performance as promptly as practicable.

The obligations of the affected Party shall be suspended for the duration of the Force Majeure Event, and the time for performance of such obligations shall be extended by the period of such suspension; provided, however, that during any such suspension of the Services, the Fees payable to the Provider shall be equitably abated to reflect the Services not rendered.

If a Force Majeure Event continues for a period in excess of thirty (30) consecutive days, either Party may terminate this Agreement upon written notice to the other, without liability to the other Party, except for payment of Fees accrued prior to the Force Majeure Event.

Neither economic hardship, changes in market conditions, nor the unavailability of financing shall constitute a Force Majeure Event.

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of [State], United States of America, without regard to its conflict of laws principles.

The Parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (a "Dispute") through amicable negotiations between designated senior representatives of each Party. Either Party may initiate such negotiations by delivering written notice of the Dispute to the other Party.

If the Dispute is not resolved through such negotiations within thirty (30) days of the initial notice, the Parties agree to submit the Dispute to non-binding mediation under the Commercial Mediation Rules of the American Arbitration Association, with the mediation to be conducted in [City, State] and the costs of the mediator to be shared equally by the Parties.

If the Dispute is not resolved through mediation within sixty (60) days of the commencement thereof, either Party may submit the Dispute to the exclusive jurisdiction of the state and federal courts located in [County, State], and the Parties hereby irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum.

EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Notwithstanding the foregoing, either Party may seek immediate injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or other rights that would be irreparably harmed by a breach of this Agreement.

In any action or proceeding brought to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party, in addition to any other relief awarded.

All notices, requests, consents, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed duly given (i) upon personal delivery; (ii) three (3) Business Days after being deposited in the United States mail, postage prepaid, certified or registered mail with return receipt requested; (iii) one (1) Business Day after deposit with a nationally recognized overnight courier service with proof of delivery; or (iv) upon transmission by electronic mail with confirmation of receipt (provided that for notices of breach, termination, or indemnification, a copy must also be delivered by one of the foregoing non-electronic methods).

Notices shall be addressed to the Parties at the addresses set forth below, or to such other address as a Party may designate by notice given in accordance with this section:

If to the Client: [Client Legal Name], Attention: [Name/Title], [Client Notice Address], Email: [Email Address]. If to the Provider: [Provider Legal Name], Attention: [Name/Title], [Provider Notice Address], Email: [Email Address].

Each Party shall promptly notify the other of any change in the contact information set forth above, and until such notice is given, communications sent to the last known address shall be deemed duly delivered.

Routine operational communications regarding scheduling, access, and day-to-day administration of the Services may be delivered by electronic mail or such other informal means as the Parties may mutually accept.

This Agreement, together with any schedules or exhibits expressly incorporated by reference herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating thereto.

No amendment, modification, or supplement to this Agreement shall be valid or binding unless in writing and signed by authorized representatives of both Parties.

No waiver of any provision of this Agreement, or of any breach hereof, shall be effective unless in writing and signed by the Party against whom such waiver is asserted. No waiver of any breach shall constitute a waiver of any subsequent breach, whether of the same or any other provision.

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable, or if such modification is not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect.

Neither Party may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the other Party (such consent not to be unreasonably withheld), except that either Party may assign this Agreement without consent to a successor in connection with a merger, consolidation, sale of substantially all of its assets, or other corporate reorganization, provided that the assignee assumes all obligations hereunder in writing.

This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the Parties hereto any rights, remedies, obligations, or liabilities.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including PDF), or electronic signature platform shall be deemed as effective as original ink signatures.

The Parties have participated jointly in the negotiation and drafting of this Agreement, and in the event of any ambiguity, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authorship.

Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, and execution of this Agreement.