In this Agreement, unless the context otherwise requires, "Services" shall mean the professional services to be rendered by the Service Provider to the Client as more particularly described in clause 2 hereof; "Fees" shall mean the monthly retainer and any other sums payable by the Client to the Service Provider under this Agreement; "Confidential Information" shall mean any and all information of a confidential or proprietary nature disclosed by one Party to the other, whether orally, in writing, or in any other form; "Business Day" shall mean any day other than a Saturday, Sunday, or public holiday in [Country]; and "Intellectual Property Rights" shall mean all patents, copyrights, trademarks, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered.

The headings and sub-headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.

References herein to clauses, sub-clauses, and paragraphs are references to clauses, sub-clauses, and paragraphs of this Agreement unless the context otherwise requires.

Words importing the singular shall include the plural and vice versa, and words importing one gender shall include all genders, and words importing persons shall include natural persons, bodies corporate, partnerships, and unincorporated associations.

Any reference to a statute or statutory provision shall be construed as a reference to such statute or statutory provision as the same may have been, or may from time to time be, amended, modified, extended, re-enacted, or consolidated.

The words "include", "includes", "including", and "in particular" shall be deemed to be followed by the words "without limitation" and shall not be construed to limit the generality of any preceding words.

Any reference to "writing" or "written" includes communications by email, provided that receipt is capable of being established.

In the event of any conflict or inconsistency between the provisions of this Agreement, the operative provisions of the main body of the Agreement shall prevail.

The Service Provider shall render to the Client the following professional services: [Detailed Description of Services] (the "Services"), upon the terms and subject to the conditions set forth in this Agreement.

The Services shall be performed by the Service Provider with such degree of skill, care, and diligence as is reasonably to be expected of a competent professional engaged in the provision of services of a similar nature and complexity.

The scope of the Services may be amended, expanded, or restricted only by mutual written agreement of the Parties, executed by their respective duly authorized representatives. Any such amendment may give rise to an adjustment of the Fees, which adjustment shall be agreed in writing prior to the commencement of the additional or amended Services.

Any services, deliverables, tasks, or activities not expressly set forth in this Agreement shall be deemed to fall outside the scope of the Services and shall not be the responsibility of the Service Provider, save where the Parties agree otherwise in writing.

The Service Provider shall be entitled, in its sole discretion, to determine the manner, method, and means by which the Services shall be performed, provided that the Services are rendered in accordance with the standards set forth in this Agreement.

The Service Provider may, at its discretion and without the requirement of prior consent from the Client, engage subcontractors, agents, or third-party service providers to assist in the performance of the Services, provided that the Service Provider shall remain responsible for the performance of such subcontractors to the extent of its own obligations hereunder.

The Service Provider does not warrant or guarantee any particular outcome, result, or benefit arising from the Services, the Services being of an advisory and professional character, and the Client acknowledges and accepts the same.

In consideration of the Services to be rendered by the Service Provider, the Client shall pay to the Service Provider a monthly retainer in the amount of [Amount] [Currency] (the "Monthly Retainer"), exclusive of any applicable taxes, duties, or governmental levies.

The Monthly Retainer shall be payable in full and in advance, no later than [Number] Business Days prior to the commencement of each calendar month to which the Monthly Retainer relates. For the avoidance of doubt, no Services shall be rendered in respect of any month for which the Monthly Retainer has not been received in full by the Service Provider.

All payments shall be made in [Currency] by electronic bank transfer to the bank account designated in writing by the Service Provider, free and clear of any deductions, withholdings, set-offs, or counterclaims whatsoever, save as required by applicable law.

In the event that the Client is required by applicable law to make any deduction or withholding from any payment due under this Agreement, the Client shall gross up such payment so that the Service Provider receives, after such deduction or withholding, the full amount it would have received had no such deduction or withholding been required.

All taxes, duties, levies, charges, or imposts of any nature whatsoever arising in connection with the Services or the payment of the Fees, including without limitation any value added tax, sales tax, or similar indirect tax, shall be borne exclusively by the Client and shall be payable in addition to the Fees.

In the event of any late payment by the Client, interest shall accrue on the overdue sum at the rate of [Number] percent per month, or part thereof, from the due date until the date of actual payment, both before and after judgment, without prejudice to any other rights or remedies available to the Service Provider.

The Service Provider shall be entitled to suspend the performance of the Services, without liability, in the event that any payment due hereunder remains unpaid for a period exceeding [Number] Business Days from the due date, and such suspension shall continue until payment in full has been received.

All sums paid by the Client under this Agreement shall be non-refundable, save in the case of a material breach of this Agreement by the Service Provider that remains uncured following written notice as provided herein.

The Services shall be performed at the premises of the Service Provider located at [Service Provider Address], or at such other location as the Service Provider may from time to time designate in its sole discretion.

The Client acknowledges and agrees that the Service Provider shall not be obliged to render the Services at the Client's premises or at any other third-party location, save where expressly agreed in writing between the Parties.

In the event that the Client requests the Service Provider to attend at the Client's premises or at any other location for the purposes of rendering the Services, all travel time, travel expenses, accommodation costs, and incidental disbursements shall be borne by the Client and shall be reimbursed to the Service Provider in addition to the Fees, upon production of appropriate documentation.

The Service Provider shall be entitled to perform the Services remotely, including through the use of electronic communication, telephone conferencing, video conferencing, and similar means, and such performance shall be deemed to constitute full and valid performance under this Agreement.

The Service Provider shall at its own cost provide and maintain all equipment, materials, software, and facilities reasonably necessary for the performance of the Services at its premises, save for any specific items which the Parties may agree in writing shall be provided by the Client.

The Client shall ensure that any materials, information, documents, or data required by the Service Provider for the performance of the Services are made available to the Service Provider at the Service Provider's premises or by appropriate electronic means in a timely manner.

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

Upon the expiry of the Initial Term, this Agreement shall automatically renew for successive periods of [Number] months each (each a "Renewal Term", and together with the Initial Term, the "Term"), unless either Party gives written notice of non-renewal to the other Party no less than [Number] days prior to the expiry of the then-current Term.

The commencement of the Services shall be subject to and conditional upon receipt by the Service Provider of the first Monthly Retainer in full and clear funds.

The Parties acknowledge that any preparatory activities, preliminary discussions, or scoping work undertaken prior to the Effective Date shall not form part of the Services and shall not give rise to any rights or obligations under this Agreement.

The provisions of this Agreement which by their nature are intended to survive termination or expiry, including without limitation those relating to Confidentiality, Intellectual Property Rights, Limitation of Liability, Indemnification, and Governing Law and Dispute Resolution, shall continue in full force and effect notwithstanding such termination or expiry.

Time shall not be of the essence in respect of any obligation of the Service Provider under this Agreement, unless and to the extent expressly agreed in writing by the Service Provider.

Each Party (the "Receiving Party") undertakes to the other Party (the "Disclosing Party") that it shall treat as strictly confidential all Confidential Information received or obtained from the Disclosing Party in connection with this Agreement and shall not, without the prior written consent of the Disclosing Party, disclose, publish, or divulge such Confidential Information to any third party.

The Receiving Party shall use the Confidential Information solely for the purposes of performing its obligations and exercising its rights under this Agreement, and for no other purpose whatsoever.

The obligations of confidentiality set forth herein shall not apply to information which: is or becomes publicly available other than through a breach of this Agreement by the Receiving Party; was lawfully in the possession of the Receiving Party prior to its disclosure by the Disclosing Party; is lawfully received from a third party without restriction as to its disclosure; or is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or order of a court or governmental authority of competent jurisdiction, provided that, where lawfully permitted, the Receiving Party gives the Disclosing Party prompt written notice of such requirement so as to enable the Disclosing Party to seek a protective order or other appropriate remedy.

The Receiving Party shall be entitled to disclose Confidential Information to its employees, agents, subcontractors, and professional advisers on a strict need-to-know basis, provided that such persons are bound by obligations of confidentiality no less onerous than those contained in this Agreement.

The obligations of confidentiality set forth in this clause shall survive the termination or expiry of this Agreement for a period of [Number] years.

Upon termination or expiry of this Agreement, or at any time upon the written request of the Disclosing Party, the Receiving Party shall promptly return or, at the option of the Disclosing Party, destroy all Confidential Information in its possession or control, save that the Receiving Party may retain copies to the extent required by applicable law or its internal records retention policies.

The Receiving Party acknowledges that damages alone may not be an adequate remedy for breach of this clause, and the Disclosing Party shall be entitled to seek injunctive or other equitable relief in respect of any actual or threatened breach hereof.

All Intellectual Property Rights subsisting in or arising out of or in connection with the Services, including without limitation all deliverables, reports, documents, methodologies, know-how, templates, tools, and materials created, developed, or used by the Service Provider in the course of performing the Services, shall vest in and remain the exclusive property of the Service Provider.

Subject to full payment of all Fees due and payable under this Agreement, the Service Provider hereby grants to the Client a non-exclusive, non-transferable, non-sublicensable, revocable licence to use such deliverables as are specifically delivered to the Client under this Agreement, solely for the Client's internal business purposes and solely for the duration of this Agreement.

The Client shall not, without the prior written consent of the Service Provider, modify, adapt, reproduce, distribute, sublicense, sell, or otherwise exploit any deliverable or any Intellectual Property Rights of the Service Provider, nor shall the Client remove or alter any proprietary notices or markings thereon.

All Intellectual Property Rights of either Party existing prior to the Effective Date or developed independently of this Agreement ("Background IP") shall remain the exclusive property of the Party owning such Background IP.

The Service Provider reserves the right to use any methodologies, techniques, know-how, ideas, concepts, and skills acquired or developed in the course of performing the Services for any purpose whatsoever, including the provision of services to other clients, provided that no Confidential Information of the Client is thereby disclosed.

The Client shall not acquire any ownership rights in or to any Intellectual Property Rights of the Service Provider by virtue of this Agreement, and nothing herein shall be construed as a transfer or assignment of any such Intellectual Property Rights.

The Client shall indemnify, defend, and hold harmless the Service Provider from and against any and all claims, losses, damages, and expenses arising out of or in connection with the Client's unauthorized use, modification, or exploitation of the Service Provider's Intellectual Property Rights.

In consideration of the Services, the Client shall pay to the Service Provider the Monthly Retainer in the amount set forth in clause 3 hereof, which shall constitute the full and complete remuneration of the Service Provider for the Services rendered during each calendar month.

The Monthly Retainer covers up to [Number] hours of professional services per calendar month. Any Services rendered in excess of such hours shall be invoiced separately at the Service Provider's prevailing hourly rate of [Amount] [Currency] per hour, or such other rate as may be agreed in writing between the Parties.

Unused hours in any given calendar month shall not be carried forward or credited to any subsequent month, nor shall they give rise to any refund or reduction of the Monthly Retainer.

The Service Provider reserves the right to review and adjust the Monthly Retainer upon not less than [Number] days' prior written notice to the Client, such adjustment to take effect from the commencement of the next Renewal Term.

In the event that any out-of-pocket expenses are incurred by the Service Provider in the performance of the Services, including without limitation travel, accommodation, courier charges, software licences, or third-party professional fees, such expenses shall be reimbursed by the Client in addition to the Monthly Retainer, upon production of appropriate documentation.

The Service Provider shall issue invoices to the Client in respect of the Monthly Retainer and any additional sums payable hereunder, and such invoices shall be deemed accepted by the Client unless the Client raises a written objection within [Number] Business Days of receipt thereof.

Any dispute as to a particular invoice or portion thereof shall not entitle the Client to withhold payment of any undisputed sums, which shall remain due and payable in accordance with the terms of this Agreement.

The Service Provider shall render the Services with reasonable skill, care, and diligence, in accordance with the standards generally applicable to professional service providers engaged in the provision of services of a similar nature.

The Service Provider shall comply with all applicable laws, regulations, and professional standards in the performance of the Services.

The Service Provider shall maintain, at its own cost, such insurance coverage as it considers appropriate having regard to the nature of the Services and the risks associated therewith.

The Service Provider shall keep the Client reasonably informed as to the progress of the Services and shall respond to reasonable enquiries from the Client within a reasonable time.

The Service Provider shall maintain accurate records of the Services rendered and the time expended thereon, and shall make such records available to the Client upon reasonable prior written request.

The Service Provider shall not be liable for any failure or delay in the performance of the Services to the extent such failure or delay is attributable to any act or omission of the Client, any third party for whom the Client is responsible, or any event of Force Majeure.

The Client shall cooperate with the Service Provider in all matters relating to the Services and shall provide the Service Provider with such information, materials, documents, access, instructions, and assistance as the Service Provider may reasonably require for the performance of the Services.

The Client shall ensure that all information and materials provided to the Service Provider are accurate, complete, and up-to-date, and the Service Provider shall be entitled to rely on the same without independent verification.

The Client shall make all payments due to the Service Provider in accordance with the terms of this Agreement, including without limitation the payment of the Monthly Retainer in full and in advance.

The Client shall designate one or more individuals to act as the primary point of contact with the Service Provider and to make decisions on behalf of the Client in connection with the Services. The Client shall ensure that such individuals have the requisite authority to bind the Client.

The Client shall obtain and maintain all necessary consents, licences, permits, and authorisations required for the Service Provider to perform the Services and for the Client to benefit from the Services.

The Client acknowledges that any delay or failure on its part to perform its obligations hereunder may result in a corresponding delay in the performance of the Services, and the Service Provider shall not be liable for any such delay or for any consequences thereof.

The Client shall not, during the Term of this Agreement and for a period of [Number] months thereafter, directly or indirectly solicit, induce, or attempt to solicit or induce the Service Provider's personnel, agents, or subcontractors to terminate their relationship with the Service Provider.

The Client shall not make any public announcement, press release, or marketing communication referring to the Service Provider or to this Agreement without the prior written consent of the Service Provider.

Each Party shall comply with all applicable data protection laws and regulations in the jurisdiction of [Country] in connection with the performance of this Agreement.

To the extent that the Service Provider processes any personal data on behalf of the Client in the course of providing the Services, the Service Provider shall process such personal data only in accordance with the Client's written instructions and solely for the purposes of providing the Services.

The Service Provider shall implement appropriate technical and organizational measures to protect any personal data processed by it against unauthorized or unlawful processing and against accidental loss, destruction, or damage, having regard to the nature of the data and the risks associated with the processing.

The Client warrants and represents that it has obtained all necessary consents, authorizations, and legal bases for the disclosure of any personal data to the Service Provider and for the processing of such personal data by the Service Provider in connection with the Services.

The Service Provider shall notify the Client without undue delay upon becoming aware of any personal data breach affecting personal data processed on behalf of the Client.

The Client shall indemnify and hold harmless the Service Provider from and against any and all claims, losses, damages, fines, and expenses arising out of or in connection with any breach by the Client of its obligations under this clause or under applicable data protection laws.

Upon termination or expiry of this Agreement, the Service Provider shall, at the option of the Client, return or destroy all personal data processed on behalf of the Client, save to the extent that retention is required by applicable law.

Each Party represents and warrants to the other Party that: it has full power, capacity, and authority to enter into and perform this Agreement; the execution and performance of this Agreement does not and will not violate any law, regulation, or contractual obligation binding upon it; and this Agreement constitutes legal, valid, and binding obligations enforceable against it in accordance with its terms.

The Service Provider represents and warrants that it will perform the Services with reasonable skill and care, in accordance with the standards generally applicable to professional service providers engaged in services of a similar nature.

The Client represents and warrants that all information, materials, documents, and instructions provided to the Service Provider are and will remain accurate, complete, lawful, and not misleading in any material respect.

The Client represents and warrants that it has obtained and will maintain all necessary consents, licences, permits, and authorizations required in connection with its receipt and use of the Services.

Save as expressly set forth in this Agreement, all other warranties, conditions, representations, and terms, whether express or implied by statute, common law, trade usage, or otherwise, are hereby excluded to the fullest extent permitted by applicable law.

Without limiting the generality of the foregoing, the Service Provider makes no warranty or representation that the Services will achieve any particular result, outcome, or benefit, or that they will be suitable for any particular purpose of the Client.

Subject to the mandatory provisions of applicable law, the total aggregate liability of the Service Provider arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount of Fees actually received by the Service Provider from the Client during the three months immediately preceding the event giving rise to the liability.

In no event shall the Service Provider be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages, including without limitation loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of data, or loss of use, whether or not such losses were foreseeable and whether or not the Service Provider was advised of the possibility thereof.

Nothing in this Agreement shall limit or exclude the liability of either Party for: death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be lawfully limited or excluded.

The Client acknowledges that the limitations and exclusions of liability set forth in this clause are reasonable having regard to the nature of the Services, the Fees payable hereunder, and the commercial context of this Agreement.

The Service Provider shall not be liable for any loss or damage arising out of or in connection with any act, omission, delay, or default of the Client, any third party for whom the Client is responsible, or any event of Force Majeure.

Any claim by the Client against the Service Provider arising out of or in connection with this Agreement must be notified to the Service Provider in writing within [Number] months of the Client becoming aware of the circumstances giving rise to the claim, failing which such claim shall be deemed waived and barred.

The Client shall take all reasonable steps to mitigate any loss or damage it may suffer in connection with this Agreement.

The Client shall indemnify, defend, and hold harmless the Service Provider, together with its employees, agents, subcontractors, and representatives, from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees on a full indemnity basis) arising out of or in connection with: any breach by the Client of its obligations, representations, or warranties under this Agreement; any negligent, wrongful, or unlawful act or omission of the Client; and any third-party claim arising from the Client's use of the Services or any deliverables.

The Service Provider shall promptly notify the Client in writing of any claim in respect of which it seeks indemnification hereunder, provided that any failure or delay in giving such notice shall not relieve the Client of its obligations under this clause save to the extent that the Client is materially prejudiced thereby.

The Client shall have the right to assume the defence and control of any such claim at its own cost, using counsel of its choice, provided that the Service Provider shall be entitled to participate in such defence at its own cost using counsel of its own choosing.

The Client shall not settle or compromise any such claim without the prior written consent of the Service Provider, such consent not to be unreasonably withheld, where such settlement would impose any obligation or liability on the Service Provider or constitute an admission of fault.

The Service Provider shall provide reasonable cooperation to the Client in the defence of any such claim, at the Client's cost.

The indemnification obligations set forth in this clause shall survive the termination or expiry of this Agreement.

Either Party may terminate this Agreement for convenience, without cause and without liability, by giving the other Party not less than [Number] days' prior written notice.

Notwithstanding the foregoing, the Service Provider may terminate this Agreement for convenience upon [Number] days' prior written notice to the Client.

In the event of termination for convenience by the Client, the Client shall remain liable to pay the Monthly Retainer and any other sums due in respect of the full calendar month in which such termination becomes effective, and no refund shall be due in respect of any portion thereof.

Termination of this Agreement under this clause shall be without prejudice to any rights or remedies of either Party which may have accrued prior to the effective date of termination.

The exercise of the right of termination for convenience shall not require either Party to specify any reason or justification for such termination, nor shall it give rise to any claim for compensation, damages, or indemnity by reason of such termination.

Upon termination or expiry of this Agreement for any reason: all sums due and payable to the Service Provider up to and including the effective date of termination shall become immediately due and payable; each Party shall return or destroy all Confidential Information of the other Party in accordance with clause 6 hereof; and the licence granted to the Client in respect of the Service Provider's deliverables shall automatically terminate, save as otherwise agreed in writing.

The Service Provider shall be entitled to retain all sums paid by the Client up to the effective date of termination, and no refund shall be due in respect of any Monthly Retainer or other prepaid sums, save in the case of a material and uncured breach by the Service Provider as expressly provided herein.

The Service Provider shall, upon request and at the Client's reasonable cost, provide the Client with reasonable assistance in the orderly transition of the Services to the Client or to a successor service provider, for a period not exceeding [Number] days following the effective date of termination.

Any provisions of this Agreement which by their nature are intended to survive termination or expiry, including without limitation those relating to Confidentiality, Intellectual Property Rights, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and this clause, shall continue in full force and effect notwithstanding such termination or expiry.

The termination or expiry of this Agreement shall not affect any rights, remedies, or obligations of either Party which have accrued prior to the effective date of termination.

Upon termination, the Client shall promptly return to the Service Provider all materials, documents, equipment, and property belonging to the Service Provider which are in the Client's possession or control.

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than an obligation to make payment) to the extent such failure or delay is caused by any event or circumstance beyond the reasonable control of such Party, including without limitation acts of God, natural disasters, war, armed conflict, terrorism, civil unrest, strikes, lockouts, industrial action, epidemics, pandemics, governmental actions, utility failures, telecommunications failures, or interruptions of the internet (each a "Force Majeure Event").

The Party affected by a Force Majeure Event shall promptly notify the other Party in writing, specifying the nature and extent of the Force Majeure Event and its anticipated duration.

The affected Party shall use reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable.

If a Force Majeure Event continues for a continuous period exceeding [Number] days, either Party may terminate this Agreement by written notice to the other Party, without liability, and in such event the Client shall remain liable for all sums due in respect of Services rendered prior to the effective date of termination.

For the avoidance of doubt, the obligation of the Client to pay the Monthly Retainer and any other sums due under this Agreement shall not be suspended or excused by reason of any Force Majeure Event affecting the Client.

This Agreement and any dispute, claim, or controversy arising out of or in connection herewith, including any question regarding its existence, validity, interpretation, performance, or termination, shall be governed by and construed in accordance with the laws of [Country], without regard to its conflict of laws principles.

The Parties shall endeavour to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement amicably through good faith negotiations between their respective senior representatives, for a period of not less than [Number] days following written notice of the dispute from one Party to the other.

In the event that the Parties are unable to resolve such dispute amicably within the aforesaid period, the dispute shall be referred to and finally resolved by the competent courts of [Jurisdiction], which shall have exclusive jurisdiction, save that the Service Provider may at its option bring proceedings in any other jurisdiction where the Client has assets or where enforcement may be sought.

Notwithstanding the foregoing, either Party shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction in respect of any actual or threatened breach of this Agreement.

Each Party irrevocably waives any objection it may now or hereafter have to the laying of venue of any proceedings in such courts and any claim that such proceedings have been brought in an inconvenient forum.

The prevailing Party in any dispute arising out of or in connection with this Agreement shall be entitled to recover its reasonable costs and expenses, including reasonable legal fees, from the non-prevailing Party.

Any notice, demand, or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered personally, sent by prepaid registered post with acknowledgement of receipt, or sent by email with confirmation of receipt, to the addresses set forth below or to such other address as the recipient may have notified in writing.

Notices to the Service Provider shall be sent to: [Service Provider Name], [Service Provider Address], attention: [Contact Person], email: [Service Provider Email].

Notices to the Client shall be sent to: [Client Name], [Client Address], attention: [Contact Person], email: [Client Email].

Any notice shall be deemed to have been received: if delivered personally, at the time of delivery; if sent by registered post, on the second Business Day following the date of posting; and if sent by email, at the time of transmission, provided that no delivery failure notification is received by the sender.

Either Party may change its address or contact details for notices by giving written notice of such change to the other Party in accordance with the provisions of this clause.

Notices to or from legal counsel shall not constitute valid notice under this Agreement unless expressly stated to be such.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether oral or written.

No amendment, modification, or variation of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced, and no such waiver shall constitute a continuing waiver or a waiver of any other provision hereof.

If any provision of this Agreement is held by any court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect.

The Client shall not assign, transfer, charge, sub-contract, or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the Service Provider. The Service Provider may assign, transfer, or sub-contract any of its rights or obligations under this Agreement at its sole discretion.

Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties, and neither Party shall have the authority to bind the other in any manner whatsoever.

A person who is not a party to this Agreement shall have no rights to enforce any of its terms.

This Agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all counterparts shall together constitute the one agreement. Electronic signatures and signatures transmitted by email or other electronic means shall be deemed to be originals for all purposes.

The failure or delay by either Party to exercise any right, power, or remedy under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any further exercise thereof.