Client-Friendly Retainer Agreement Template

In this Agreement, unless the context otherwise requires, "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the power to direct the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

"Additional Services" means any services requested by the Client that fall outside the Services or that exceed the Included Hours in a given Month, and that are performed in accordance with the approval procedure set out in this Agreement.

"Approved Excess Hours" means hours of work performed by the Service Provider in a Month in excess of the Available Hours, which have been approved in advance and in writing by the Client's Representative in accordance with this Agreement.

"Available Hours" means, for any Month, the sum of the Included Hours for that Month and any Rolled-Over Hours carried forward into that Month.

"Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks are authorized or required to be closed in [jurisdiction/city].

"Client Premises" means the offices, facilities and other locations owned, leased or operated by the Client and designated by the Client at [Client Premises Address] or such other location as the Client may notify to the Service Provider in writing from time to time.

"Client's Representative" means the individual designated by the Client in writing, initially [Name and Title], who is authorized to give instructions, approvals and consents on behalf of the Client under this Agreement.

"Confidential Information" means all non-public information, in any form or medium, disclosed by or on behalf of a Party to the other Party or otherwise obtained in connection with this Agreement, including business, financial, technical, operational, customer and personnel information, the terms of this Agreement, and any information that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

"Hourly Rate" means the rate of [amount and currency] per hour, or such other rate as may be agreed in writing by the Parties, applicable to Approved Excess Hours.

"Included Hours" means the number of hours of Services, being [number] hours per Month, that are covered by the Monthly Retainer Fee.

"Month" means a calendar month, or, for the first and last months of the Term, the relevant portion thereof, with the Included Hours being prorated accordingly.

"Monthly Retainer Fee" means the fixed monthly fee of [amount and currency] payable by the Client to the Service Provider for the Services, as set out in this Agreement.

"Personnel" means all employees, agents, consultants and subcontractors of the Service Provider who perform any part of the Services.

"Rolled-Over Hours" means Included Hours that were not used in a Month and that are carried forward to the immediately following Month only, in accordance with this Agreement.

"Services" means the services described in this Agreement and any other services within the scope described herein, to be performed by the Service Provider for the Client on a retained basis.

"Term" means the period beginning on the Effective Date and ending upon the expiry or termination of this Agreement in accordance with its terms.

"Work Product" means all deliverables, reports, documents, materials, data, designs, software, inventions and other results and proceeds of the Services, in any form, created, developed or prepared by or on behalf of the Service Provider for the Client in the course of performing the Services.

Headings are for convenience only and do not affect the interpretation of this Agreement. Words in the singular include the plural and vice versa, and the word "including" means "including without limitation." References to a "writing" or "written" include email, unless this Agreement expressly provides otherwise for a particular notice.

The Client hereby engages the Service Provider, and the Service Provider hereby accepts such engagement, on a non-exclusive retained basis, to provide the Services to the Client during the Term upon the terms and subject to the conditions of this Agreement.

The Services consist of the following: [detailed description of the Services, including principal tasks, functions and areas of responsibility]. The Service Provider shall perform the Services in a manner consistent with the objectives and priorities communicated by the Client's Representative from time to time.

The Services shall specifically exclude [description of excluded services, if any]. Any work not within the Services shall constitute Additional Services and shall be governed exclusively by the provisions of this Agreement relating to Additional Services.

The Service Provider shall make the Personnel identified as [names or roles of key Personnel] available to perform the Services. The Service Provider shall not replace key Personnel without the prior written consent of the Client, such consent not to be unreasonably withheld, save where replacement results from resignation, illness, death or termination for cause, in which case the Service Provider shall promptly propose a replacement of equivalent or greater skill and experience, subject to the Client's approval.

The Service Provider shall be available to perform the Services during the Client's normal business hours of [days and hours] and, where reasonably required to meet urgent business needs, at such other times as the Client may reasonably request, provided that no premium shall be payable for such work except as expressly provided in this Agreement.

The Service Provider shall respond to Client requests within [number] Business Days, or within [number] hours in the case of requests designated by the Client as urgent.

The engagement is non-exclusive as to the Client. The Service Provider shall not, during the Term, perform services for any third party where doing so would create a conflict of interest with the Client or would impair its ability to perform the Services, and shall promptly disclose any actual or potential conflict of interest to the Client.

The Services shall be performed principally at the Client Premises. The Service Provider shall ensure that its Personnel attend the Client Premises as reasonably required to perform the Services, in accordance with the schedule agreed with the Client's Representative.

The Client may, in its sole discretion, permit the Service Provider to perform certain Services remotely or at the Service Provider's own premises, but any such permission shall be revocable by the Client at any time upon notice and shall not constitute a modification of this Agreement.

While at the Client Premises, the Service Provider shall, and shall cause its Personnel to, comply with all of the Client's policies, procedures, rules and instructions regarding health, safety, security, conduct, confidentiality, data protection, access control and use of facilities, as notified or made available to the Service Provider from time to time.

The Client shall provide the Service Provider with reasonable access to the Client Premises, workspace and such facilities and equipment as the Client considers reasonably necessary for the performance of the Services, at no additional charge. Such access is a license for the limited purpose of performing the Services and shall not create any tenancy or other interest in the Client Premises.

The Client may require the removal from the Client Premises of any member of the Personnel whom the Client reasonably considers to be in breach of the Client's policies, to pose a risk to safety or security, or to be otherwise unsuitable, and the Service Provider shall promptly provide a suitable replacement at its own cost and without any reduction in the Services.

The Service Provider shall be responsible for all of its own travel, accommodation, commuting, parking and living expenses in connection with attendance at the Client Premises, unless the Client has agreed otherwise in advance and in writing.

The Service Provider shall be responsible for any loss of or damage to the Client Premises, equipment or property of the Client caused by the Service Provider or its Personnel, and for the safekeeping of its own tools, equipment and personal property brought onto the Client Premises, which are brought at the Service Provider's own risk.

The Monthly Retainer Fee entitles the Client to the Included Hours in each Month. The Service Provider shall reserve and make available to the Client the capacity necessary to perform the Included Hours in each Month.

Hours of Services performed in a Month shall be applied first against Rolled-Over Hours, if any, and thereafter against the Included Hours for that Month, unless the Client's Representative directs otherwise in writing.

Included Hours that are not used in a Month shall roll over to the immediately following Month only. Rolled-Over Hours that are not used by the end of that following Month shall expire automatically without compensation, credit, refund or further carry-forward, and shall not be capable of being further rolled over.

Rolled-Over Hours shall be additional to, and shall not reduce, the Included Hours for the Month into which they are carried. The Service Provider shall record Rolled-Over Hours separately in each report delivered under this Agreement.

The Service Provider shall not be entitled to claim any additional fee for the use of Rolled-Over Hours, and no Monthly Retainer Fee shall be reduced by reason of the Client's failure to use all of the Included Hours in any Month.

Where the Service Provider fails, for any reason other than the Client's breach, to make the Included Hours available in any Month, the shortfall shall be carried forward to the following Month in addition to the Included Hours of that Month, and shall not be subject to expiry under this Agreement until used, or, at the Client's option, shall be credited against the next invoice or refunded on termination.

Upon expiry or termination of this Agreement, any unused Included Hours and Rolled-Over Hours shall lapse without compensation to the Service Provider, save as set out in this Agreement with respect to shortfalls attributable to the Service Provider.

The Service Provider shall not perform any Additional Services, nor perform any work that would cause the hours worked in a Month to exceed the Available Hours, without the prior written approval of the Client's Representative.

Before commencing any work requiring approval, the Service Provider shall submit a written request that describes the proposed work, the estimated number of hours, the estimated total charge at the Hourly Rate, the proposed timetable, and the reason the work cannot be performed within the Available Hours.

The Client may approve, reject or modify any such request in its sole discretion. Approval shall be effective only if given in writing by the Client's Representative, and no oral instruction, course of dealing or conduct shall constitute approval.

Approved Excess Hours shall be charged at the Hourly Rate, shall not exceed the number of hours stated in the approval, and shall be invoiced in arrears with the next invoice following the Month in which they were performed. Time shall be charged in increments of [number] minutes.

Any hours worked in excess of the Available Hours that have not been approved in accordance with this Agreement shall be performed at the Service Provider's own risk and expense, and the Client shall have no obligation to pay for them.

Where the Service Provider reasonably anticipates that the Available Hours for a Month will be exhausted, it shall notify the Client's Representative promptly, and in any event when [percentage] percent of the Available Hours have been used.

Unless the Client agrees otherwise in writing, the Hourly Rate shall be fixed for the first [number] months of the Term and may thereafter be increased only upon at least [number] days' prior written notice and with the Client's written consent. Approved Excess Hours shall not roll over, and shall not be applied toward Included Hours in any other Month.

In consideration of the Services, the Client shall pay to the Service Provider the Monthly Retainer Fee of [amount and currency], payable monthly [in advance/in arrears] and, for any partial Month, prorated on a daily basis.

The Service Provider shall issue an invoice to the Client for each Month on or after [day or event], addressed to [Client billing contact and address]. Each invoice shall state the Monthly Retainer Fee, the Included Hours and Rolled-Over Hours used, any Approved Excess Hours with a reference to the corresponding approval, and any applicable taxes shown separately.

The Client shall pay each properly issued and undisputed invoice within [number] days of receipt, by [payment method] to the account notified by the Service Provider in writing.

The Monthly Retainer Fee and the Hourly Rate are inclusive of all costs and expenses of the Service Provider, including Personnel costs, equipment, overheads, travel and communications, and no other amounts shall be payable, except for expenses that the Client has approved in advance and in writing, which shall be reimbursed at cost upon presentation of supporting receipts, without mark-up.

All amounts payable under this Agreement are stated exclusive of value-added, sales, goods and services and similar taxes, which, where properly chargeable and shown on a valid invoice, shall be borne by the Client. Each Party shall bear its own income, profit and employment-related taxes. If the Client is required by law to withhold any tax from a payment, it may do so and shall be deemed to have paid the amount withheld to the Service Provider.

If the Client disputes any invoice in good faith, it shall notify the Service Provider of the disputed items within [number] days of receipt, and shall pay the undisputed portion on time. The Parties shall work promptly and in good faith to resolve the dispute, and the Client shall not be liable for any late payment charge on amounts withheld in good faith.

Late payment of undisputed amounts shall bear simple interest at the rate of [percentage] percent per annum from the due date until payment, as the Service Provider's sole remedy for late payment. The Service Provider shall not suspend the Services for non-payment unless the undisputed amount is more than [number] days overdue and the Service Provider has given the Client at least [number] days' prior written notice.

The Client may set off against any amount payable to the Service Provider any amount owed by the Service Provider to the Client under this Agreement. The Service Provider shall not invoice any amount more than [number] months after the Month to which it relates, and any amount not so invoiced shall be deemed waived.

The Service Provider shall maintain complete, accurate and contemporaneous records of all time spent in performing the Services, identifying for each entry the date, the individual performing the work, the number of hours, and a reasonably detailed description of the tasks performed.

Within [number] Business Days after the end of each Month, the Service Provider shall deliver to the Client's Representative a written report setting out the hours worked, the application of Included Hours and Rolled-Over Hours, the balance of any Rolled-Over Hours carried forward, any Approved Excess Hours, the progress of the Services against the Client's objectives, and any issues, risks or delays.

In addition, the Service Provider shall, upon reasonable request, provide the Client with oral or written updates on the status of the Services and shall attend review meetings at the Client Premises at the frequency reasonably requested by the Client, which shall initially be [frequency].

The Client or its authorized representatives may, upon [number] Business Days' notice and during normal business hours, inspect and audit the records of the Service Provider relating to the Services, including time records, invoices and supporting documentation, in order to verify compliance with this Agreement and the accuracy of amounts invoiced.

The Service Provider shall retain all such records for at least [number] years after the end of the Term, and shall cooperate fully with any audit and provide reasonable access to relevant records, Personnel and systems.

If any audit reveals that the Service Provider has overcharged the Client, the Service Provider shall promptly refund the overcharged amount, or at the Client's option credit it against future invoices. If the overcharge exceeds [percentage] percent of the amounts properly chargeable for the audited period, the Service Provider shall also reimburse the Client for the reasonable costs of the audit.

The Client's review, approval or acceptance of any report, time record or invoice shall not constitute a waiver of any right or remedy of the Client, nor relieve the Service Provider of any obligation under this Agreement.

The Client shall designate the Client's Representative, who shall serve as the Service Provider's principal point of contact. The Client may replace the Client's Representative at any time by written notice to the Service Provider.

The Client shall provide the Service Provider with such information, documents and access to relevant Client personnel as the Client reasonably considers necessary for the Service Provider to perform the Services, in each case within a reasonable time after a written request from the Service Provider.

The Client shall make decisions and give approvals reasonably required under this Agreement within a reasonable time. Provided that the Service Provider has promptly notified the Client in writing of any delay and its likely effect, the Service Provider shall be entitled to a reasonable extension of time for the affected obligations to the extent the delay is directly caused by the Client's failure to comply with this Section.

The Service Provider acknowledges that the Client's obligations under this Agreement are limited to those expressly stated herein. The Client does not warrant the accuracy or completeness of any information provided, except as the Client expressly states otherwise in writing, and the Service Provider shall exercise its own professional judgment in evaluating and using such information.

The Service Provider shall promptly notify the Client in writing if it considers that any Client act or omission is likely to impair or delay the Services, specifying the nature of the issue and the action required. Failure to give such notice shall preclude the Service Provider from relying on that act or omission as an excuse for non-performance or delay.

The Client's failure to perform any obligation under this Section shall not entitle the Service Provider to suspend performance of the Services, nor to claim any additional fee or compensation, except as expressly provided in this Agreement.

The Service Provider represents, warrants and undertakes to the Client that it shall perform the Services with due skill, care and diligence, in a professional and workmanlike manner, in accordance with the standards of a leading provider of similar services in the [industry or field] sector, and in compliance with this Agreement and all applicable laws and regulations.

The Service Provider further represents and warrants that it has full power and authority to enter into and perform this Agreement; that doing so does not breach any other agreement or obligation by which it is bound; that it holds, and shall maintain throughout the Term, all licenses, permits, registrations and qualifications necessary to perform the Services; and that the Personnel are suitably qualified, experienced and trained.

The Service Provider warrants that the Services and Work Product, and the Client's receipt and use of them as contemplated by this Agreement, shall not infringe, misappropriate or violate any intellectual property or other right of any third party, and that the Work Product shall be original or properly licensed.

The Service Provider warrants that the Work Product shall conform to the requirements communicated by the Client and shall be free from material defects for a period of [number] months after delivery. If the Services or Work Product fail to meet these warranties, the Service Provider shall, at its own cost and without using any Included Hours or Rolled-Over Hours, promptly re-perform or correct them, without prejudice to the Client's other rights and remedies.

The Service Provider shall comply with all anti-bribery, anti-corruption, sanctions, export control, data protection, health and safety, and labor and employment laws applicable to it and to the Services, and shall not offer, give or accept any improper payment or advantage in connection with this Agreement.

The Client represents that it has the power and authority to enter into this Agreement. Except as expressly set out in this Agreement, the Client makes no representations or warranties, whether express or implied.

The warranties in this Section are in addition to, and not in substitution for, any other warranties or rights of the Client under this Agreement or applicable law, and shall survive acceptance of, and payment for, the Services.

The Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency or fiduciary relationship between the Client and the Service Provider or any of its Personnel, and the Service Provider shall not hold itself out as having authority to bind the Client.

The Service Provider shall be solely responsible for the engagement, supervision, direction, compensation, benefits, insurance and taxes of the Personnel, including all wages, social security, withholding, workers' compensation and similar contributions and obligations, and the Personnel shall not be entitled to any benefit or compensation from the Client.

The Service Provider shall control the manner and means by which the Services are performed, subject to the Client's right to specify results and to require compliance with its on-site policies under this Agreement.

The Service Provider shall not subcontract or delegate any part of the Services without the prior written consent of the Client. Where consent is given, the Service Provider shall remain fully liable for the acts and omissions of its subcontractors as if they were its own, and shall ensure that each subcontractor is bound by written obligations no less protective of the Client than those in this Agreement.

The Service Provider shall indemnify the Client against any claim by any of the Personnel, or by any governmental authority, that any such individual is an employee of the Client or that the Client is liable for any tax, contribution, benefit or other amount in respect of them, including any related costs and expenses.

During the Term and for [number] months thereafter, the Service Provider shall not, and shall procure that its Affiliates shall not, directly or indirectly solicit for employment or engagement any employee or individual contractor of the Client with whom the Service Provider had material contact in connection with the Services, except through general advertisements not targeted at such individuals.

The Client shall not be restricted from hiring or engaging any member of the Personnel, and the Service Provider waives any fee, claim or restriction in that respect. The Client shall not be in breach of this Agreement by reason of any approach by the Personnel made on their own initiative.

Each Party shall hold the other Party's Confidential Information in strict confidence, shall use it solely for the purposes of performing or exercising its rights under this Agreement, and shall not disclose it to any third party except as permitted by this Agreement. Each Party shall protect such Confidential Information with at least the same degree of care it uses for its own confidential information, and in any event no less than reasonable care.

The Service Provider acknowledges that, in the course of performing the Services at the Client Premises, it and its Personnel will have access to Confidential Information of the Client, including information of the Client's customers and business partners, and agrees that all such information is and remains the sole property of the Client.

A Party may disclose Confidential Information to its Affiliates, employees, officers, professional advisers, insurers and, in the case of the Service Provider, approved subcontractors, who need to know it for the purposes of this Agreement and who are bound by written or professional obligations of confidentiality no less protective than those herein. The disclosing Party shall be liable for any breach of such obligations by those persons.

Confidentiality obligations shall not apply to information that the receiving Party can demonstrate by written records: is or becomes publicly available other than through breach of this Agreement; was lawfully known to it without restriction before disclosure; is lawfully received from a third party without restriction; or is independently developed without use of the Confidential Information.

If a Party is required by law, regulation, court order or competent authority to disclose Confidential Information, it shall, where lawful, give the other Party prompt prior written notice, cooperate in seeking protective measures, and disclose only that portion legally required.

The Service Provider shall comply with all Client policies regarding the handling of Confidential Information and personal data, shall not remove any Confidential Information from the Client Premises without the Client's written consent, and shall promptly notify the Client of any actual or suspected unauthorized access, use or disclosure.

Upon request and, in any event, upon expiry or termination of this Agreement, the Service Provider shall promptly return or, at the Client's election, securely destroy all Confidential Information of the Client in its possession or control and certify such return or destruction in writing, except for copies it is required by law to retain, which shall remain subject to this Section.

The obligations in this Section shall continue during the Term and for [number] years thereafter, and, with respect to trade secrets and personal data, for so long as such information remains a trade secret or personal data. The Client shall be entitled to seek injunctive or other equitable relief for any actual or threatened breach of this Section, without proof of actual damage and without posting a bond.

As between the Parties, all Work Product, and all intellectual property rights therein, shall be owned exclusively by the Client from the moment of creation. To the extent that any such right does not vest automatically in the Client, the Service Provider hereby irrevocably assigns, and shall cause its Personnel to assign, to the Client all right, title and interest in and to the Work Product, throughout the world and for the full duration of such rights.

The Service Provider waives, and shall procure the waiver by its Personnel of, all moral rights and similar rights in the Work Product to the fullest extent permitted by law, and agrees not to assert any such rights against the Client or its licensees or successors.

The Service Provider shall promptly disclose all Work Product to the Client, and shall, at the Client's request and expense limited to reasonable out-of-pocket costs, execute all documents and do all acts necessary to perfect, register, maintain or enforce the Client's rights in the Work Product.

The Service Provider retains ownership of its pre-existing materials, tools, methodologies and know-how that were developed independently of this Agreement and without use of Client Confidential Information ("Provider Materials"). To the extent any Provider Materials are incorporated into the Work Product, the Service Provider grants the Client a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, transferable and sublicensable license to use, reproduce, modify and otherwise exploit such Provider Materials as part of or in connection with the Work Product.

All materials, data, trademarks and other items provided by or on behalf of the Client to the Service Provider remain the exclusive property of the Client. The Service Provider is granted a limited, non-exclusive, non-transferable, revocable license to use them solely to perform the Services during the Term.

The Service Provider shall not incorporate into the Work Product any third-party or open-source materials that would impose any obligation on, or restrict the rights of, the Client without the Client's prior written consent, and shall identify to the Client all third-party materials included in the Work Product.

Upon payment of the applicable fees, or earlier upon the Client's request following termination, the Service Provider shall deliver all Work Product, whether complete or in progress, to the Client. The Service Provider shall not have, and shall not assert, any lien or right of retention over any Work Product or Client materials.

The Service Provider shall indemnify, defend and hold harmless the Client, its Affiliates and their respective officers, directors, employees and agents from and against all claims, losses, damages, liabilities, penalties, costs and expenses, including reasonable legal fees, arising out of or in connection with: any breach of this Agreement by the Service Provider; any negligent or wrongful act or omission of the Service Provider or its Personnel; any claim that the Services or Work Product infringe the rights of a third party; any bodily injury, death or damage to property caused by the Service Provider or its Personnel; and any claim made by or on behalf of the Personnel.

The Client shall give the Service Provider prompt written notice of any third-party claim for which indemnification is sought, provided that failure to do so shall relieve the Service Provider of its obligations only to the extent it is materially prejudiced. The Service Provider shall conduct the defense with counsel reasonably acceptable to the Client, shall keep the Client informed, and shall not settle any claim in a manner that imposes any liability or admission on the Client without the Client's prior written consent. The Client may participate in the defense with its own counsel at its own expense.

Subject to the following sentence, neither Party shall be liable to the other for any indirect, special or consequential loss, or for loss of profits, revenue or goodwill, arising out of this Agreement. This exclusion shall not apply to the Service Provider's indemnification obligations, breach of confidentiality, infringement or misappropriation of intellectual property rights, or to liability arising from gross negligence, wilful misconduct or fraud.

The total aggregate liability of the Client arising out of or in connection with this Agreement, whether in contract, tort or otherwise, shall not exceed the Monthly Retainer Fees paid or payable for the [number] Months immediately preceding the event giving rise to the claim.

The limitation of the Client's liability in the preceding clause shall not apply to the Client's obligation to pay undisputed fees properly due. No limitation or exclusion of liability in this Agreement shall apply to the Service Provider's liability for death or personal injury, fraud, gross negligence or wilful misconduct, or to any liability that cannot be limited or excluded under applicable law, and the Service Provider's liability for matters not so excluded shall be limited to [amount and currency] or [number] times the fees paid and payable in the 12 months preceding the claim, whichever is greater.

The Service Provider shall promptly take all reasonable steps to mitigate any loss for which the Client may claim, and the Client's rights under this Section are cumulative with, and not exclusive of, any other rights or remedies available to the Client.

The Service Provider shall, at its own expense, obtain and maintain throughout the Term, and for at least [number] years thereafter in respect of claims-made policies, the following insurance with reputable insurers: professional liability or errors and omissions insurance with a limit of not less than [amount and currency] per claim; commercial general liability insurance with a limit of not less than [amount and currency] per occurrence; and workers' compensation or equivalent employer's liability insurance as required by applicable law.

The Service Provider shall maintain such additional insurance as is customary for providers of the Services in the [industry or field] sector or as the Client may reasonably require, including [other required insurance, e.g., cyber liability] with a limit of not less than [amount and currency].

Where available, the Service Provider shall cause the Client to be named as an additional insured under the commercial general liability policy and shall ensure that such policies are primary and non-contributory with respect to any insurance held by the Client.

The Service Provider shall provide the Client with certificates of insurance evidencing the required coverage before commencing the Services and upon each renewal or upon request, and shall give the Client at least [number] days' prior written notice of any cancellation, non-renewal or material reduction in coverage.

The Service Provider shall ensure that each of its approved subcontractors maintains insurance appropriate to the nature of its work and the risks involved.

The insurance required by this Section shall not limit or relieve the Service Provider of any liability or obligation under this Agreement, and the Service Provider shall be solely responsible for all deductibles and self-insured retentions.

If the Service Provider fails to maintain the required insurance, the Client may, without prejudice to its other remedies, obtain such insurance and deduct the cost from amounts payable to the Service Provider, or treat the failure as a material breach of this Agreement.

This Agreement shall commence on the Effective Date and shall continue for an initial period of [number] months (the "Initial Term"), unless terminated earlier in accordance with this Agreement. Thereafter, it shall continue on a month-to-month basis until terminated by either Party in accordance with this Section.

After the Initial Term, either Party may terminate this Agreement for any reason or no reason by giving the other Party not less than [number] days' prior written notice. During the Initial Term, the Client may terminate this Agreement for convenience upon not less than [number] days' written notice, and the Service Provider may terminate only upon not less than [longer number] days' written notice, effective no earlier than the end of the Initial Term.

The Client may terminate this Agreement with immediate effect by written notice if the Service Provider commits a material breach that is incapable of remedy or, if capable of remedy, is not remedied within [number] days after written notice; breaches the provisions on confidentiality, intellectual property, or compliance with law; or fails to maintain the required insurance.

The Client may also terminate this Agreement with immediate effect by written notice if the Service Provider becomes insolvent, is unable to pay its debts as they fall due, makes an assignment for the benefit of creditors, has a receiver, administrator or similar officer appointed, or is subject to any analogous proceeding; undergoes a change of control without the Client's consent; or engages in conduct that, in the Client's reasonable opinion, may damage the Client's reputation.

The Service Provider may terminate this Agreement by written notice if the Client fails to pay any undisputed amount within [number] days after receiving written notice that such amount is overdue, and the Client fails to pay within such period.

Any notice of termination shall be in writing and delivered in accordance with the notice provisions of this Agreement. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties accrued up to the date of termination.

During any notice period, the Service Provider shall continue to perform the Services in accordance with this Agreement, unless the Client directs the Service Provider in writing to cease all or part of the Services, in which case the Client shall be liable only for fees for Services performed up to the date of cessation.

Upon expiry or termination of this Agreement for any reason, the Service Provider shall immediately cease performing the Services, except as the Client may direct in writing, and shall promptly deliver to the Client all Work Product (whether complete or in progress), Client materials, Confidential Information, keys, passes and other property of the Client in its possession or control.

The Client shall pay the Service Provider the Monthly Retainer Fee, prorated on a daily basis, up to the effective date of termination, together with any Approved Excess Hours properly performed and invoiced. Where the Monthly Retainer Fee has been paid in advance for a period extending beyond the termination date, the Service Provider shall refund the unearned portion within [number] days.

The Service Provider shall submit its final invoice within [number] days after the effective date of termination. Upon payment of properly invoiced and undisputed amounts, the Client shall have no further liability to the Service Provider in respect of the Services, and any Rolled-Over Hours or Included Hours not used by the termination date shall lapse without compensation.

For a period of up to [number] days following expiry or termination, at the Client's request, the Service Provider shall provide reasonable transition assistance to facilitate the orderly transfer of the Services to the Client or its designated replacement provider, including knowledge transfer, handover of documentation, status of ongoing work and responses to reasonable questions.

Transition assistance shall be charged at the Hourly Rate, subject to the Client's prior written approval of the estimated hours. However, where termination results from the Service Provider's breach, such assistance shall be provided at no charge.

The Service Provider shall not take any action that would impede or delay the transition, and shall cooperate in good faith with the Client and any replacement provider.

The provisions of this Agreement which by their nature are intended to survive expiry or termination, including those relating to confidentiality, intellectual property, indemnification, limitation of liability, insurance, audit rights, non-solicitation, effects of termination, governing law and dispute resolution, shall continue in full force and effect.

This Agreement, and any dispute or claim arising out of or in connection with it, including its formation, validity, interpretation, performance, breach or termination, and any non-contractual obligations, shall be governed by and construed in accordance with the laws of [governing jurisdiction], without regard to its conflict of laws rules.

The Parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiations between their senior representatives. Either Party may initiate such negotiations by written notice describing the dispute, and the representatives shall meet within [number] days of receipt of such notice.

If the dispute is not resolved within [number] days after the notice described above, either Party may refer it to mediation administered by [mediation institution or mediator] in [city, jurisdiction], and the Parties shall share equally the costs of the mediator.

If the dispute is not resolved by mediation within [number] days after the commencement of the mediation, it shall be finally resolved by [arbitration under the rules of [arbitral institution] by [number] arbitrator(s) seated in [city, jurisdiction], conducted in the English language / the courts of [jurisdiction]], which shall have [exclusive] jurisdiction.

Any award or judgment may be entered and enforced in any court of competent jurisdiction. The prevailing Party in any proceeding shall be entitled to recover its reasonable legal fees and costs from the other Party, as determined by the tribunal or court.

Nothing in this Section shall prevent either Party from seeking urgent injunctive, interim or conservatory relief from any court of competent jurisdiction to protect its Confidential Information, intellectual property rights or other legitimate interests.

Pending resolution of any dispute, the Service Provider shall continue to perform the Services and the Client shall continue to pay all undisputed amounts, unless this Agreement has been terminated in accordance with its terms.

Any notice under this Agreement shall be in writing and delivered by hand, by internationally recognized courier, or by email to the addresses set out in the signature section (or such other address as a Party may notify). Notices shall be deemed received upon delivery if by hand or courier, or at the time of transmission if by email, provided that no delivery failure message is received and, where received outside business hours, it shall be deemed received at the start of the next Business Day. Notices of breach or termination sent by email shall be followed by a copy sent by courier.

This Agreement, together with any written approvals issued under it, constitutes the entire agreement between the Parties relating to its subject matter, and supersedes all prior agreements, understandings, proposals and representations, whether written or oral, relating to such subject matter. Any terms contained in the Service Provider's proposals, invoices or standard terms shall have no effect.

No amendment or variation of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any right or remedy shall be effective unless in writing, and no failure or delay in exercising any right shall operate as a waiver of it.

The Service Provider shall not assign, transfer, novate, subcontract or otherwise dispose of any of its rights or obligations under this Agreement without the Client's prior written consent. The Client may assign this Agreement to any Affiliate or to any successor to all or substantially all of its business to which this Agreement relates, upon written notice to the Service Provider.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and the validity, legality and enforceability of the remaining provisions shall not be affected or impaired. The Parties shall negotiate in good faith a valid replacement provision that most closely achieves the original intent.

Neither Party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemic, governmental action or widespread utility failure, provided that it promptly notifies the other Party and uses reasonable efforts to mitigate the effects. A shortage of the Service Provider's Personnel or the default of its subcontractors shall not constitute such an event. If such an event continues for more than [number] days, the Client may terminate this Agreement immediately by written notice without liability.

No third party shall have any right to enforce any provision of this Agreement, save for the Affiliates, officers, directors, employees and agents of the Client entitled to indemnification hereunder. This Agreement may be executed in counterparts, including by electronic signature or electronic transmission of signed copies, each of which shall be deemed an original and all of which together shall constitute one instrument.

The Service Provider shall not use the Client's name, logo or trademarks, or refer to the Client as a customer, in any publicity, marketing materials or public announcement without the Client's prior written consent.