Retainer Agreement Template

In this Agreement, unless the context otherwise requires, the following capitalized terms shall have the meanings set forth below.

"Agreement" means this Retainer Agreement, including all terms and conditions set out herein, as amended from time to time in accordance with its provisions.

"Business Day" means any day other than a Saturday, a Sunday, or a public holiday in [jurisdiction of the Service Provider], on which commercial banks are generally open for business.

"Confidential Information" means all non-public information, in any form or medium, disclosed by or on behalf of a Party to the other Party in connection with this Agreement, including business plans, data, trade secrets, know-how, financial information, customer information, and the terms of this Agreement, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

"Contract Month" means each successive period of one calendar month during the Term, commencing on the Effective Date or on the corresponding day of each subsequent month, as applicable [or: each calendar month during the Term, with any partial month prorated].

"Deliverables" means all reports, documents, materials, work product, and other items that the Service Provider creates and delivers to the Client specifically in the course of performing the Services.

"Excess Hours" means any hours of work performed by the Service Provider in a Contract Month at the Client's request that exceed the Retainer Hours for that Contract Month, or that relate to services outside the scope of the Services.

"Initial Term" means the fixed period commencing on the Effective Date and continuing for [number] months, unless this Agreement is terminated earlier in accordance with Section 14.

"Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade names, design rights, database rights, rights in software, trade secrets, know-how, and all other intellectual or industrial property rights, whether registered or unregistered, anywhere in the world.

"Monthly Retainer Fee" means the fixed fee of [amount and currency] payable by the Client to the Service Provider for each Contract Month in consideration of the availability of the Service Provider and the Retainer Hours.

"Retainer Hours" means the fixed number of hours of Services, being [number] hours, that the Service Provider makes available to the Client in each Contract Month under this Agreement.

"Services" means the services described in Section 2 of this Agreement, as may be further described in written instructions given by the Client and accepted by the Service Provider from time to time.

"Standard Hourly Rate" means the Service Provider's prevailing hourly rate for the relevant personnel or service category, being [amount and currency] per hour as of the Effective Date, as may be adjusted in accordance with this Agreement.

"Term" means the Initial Term together with any renewal or extension agreed in writing by the Parties.

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 Sections are to sections of this Agreement. References to "writing" or "written" include email unless expressly stated otherwise.

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

The Services consist of the following: [detailed description of the Services, including categories of work, functions, and any specific tasks included in the Retainer Hours]. Any services not expressly described in this Section 2 shall be deemed outside the scope of the Services and shall be governed by Section 4.

The Services shall be rendered within the limit of the Retainer Hours in each Contract Month. The Parties acknowledge that the Monthly Retainer Fee compensates the Service Provider for reserving capacity and being available to the Client, and not for the achievement of any particular result, outcome, or Deliverable, unless expressly agreed in writing.

The Client shall submit requests for Services to the Service Provider's designated contact, [name/email], by email or through such project management or communication tool as the Parties may agree. The Service Provider shall acknowledge each request within [number] Business Days and shall indicate, where reasonably practicable, an estimate of the time required.

The Service Provider shall determine, in its reasonable discretion, the manner, methods, sequencing, and personnel by which the Services are performed, and may assign or substitute personnel of appropriate skill and experience. The Service Provider may engage subcontractors for the performance of the Services, provided that it remains responsible for their performance under this Agreement.

The Service Provider shall maintain a reasonable record of time spent on the Services, recorded in increments of [number] minutes, and shall make a summary of such record available to the Client with each invoice. Absent manifest error, the Service Provider's time records shall be conclusive as to hours worked.

The Service Provider shall not be required to perform any Services that, in its reasonable opinion, are unlawful, unethical, or contrary to professional standards, or that would create a conflict of interest.

The Retainer Hours are allocated on a Contract Month basis. The Service Provider shall make the Retainer Hours available to the Client in each Contract Month, and the Client may use them at any time within that Contract Month, subject to the Service Provider's reasonable scheduling requirements and the notice periods set out in this Agreement.

Retainer Hours that are not used by the Client during a Contract Month shall expire automatically at the end of that Contract Month. Unused Retainer Hours shall not be carried forward or rolled over to any subsequent Contract Month, shall not be refundable, and shall not give rise to any credit, set-off, or reduction of the Monthly Retainer Fee.

The Client acknowledges and agrees that the Monthly Retainer Fee is payable in full irrespective of whether the Client uses all, some, or none of the Retainer Hours in any Contract Month, and that the expiry of unused Retainer Hours reflects the Service Provider's commitment of capacity and its forgoing of other engagements.

Where the Client fails to provide timely instructions, materials, access, or approvals, or otherwise fails to make use of the Retainer Hours for reasons not attributable to the Service Provider, the corresponding Retainer Hours shall be deemed used or expired, as applicable, at the end of the relevant Contract Month.

Where the Service Provider is unable, for reasons solely attributable to it, to make available any portion of the Retainer Hours in a Contract Month, the Service Provider shall, at its option and as the Client's sole remedy, either perform such hours within [number] days following the end of that Contract Month or credit the pro rata value of such hours against the next invoice.

Retainer Hours shall be consumed in the order in which work is performed. Time spent on any Contract Month's Services shall be deducted from that Contract Month's Retainer Hours before any time is treated as Excess Hours.

The Client may from time to time request, and the Service Provider may in its discretion agree to perform, work in addition to the Retainer Hours or outside the scope of the Services. Nothing in this Agreement obliges the Service Provider to accept any such request, and the Service Provider's availability for Excess Hours shall be subject to its resource commitments.

All Excess Hours shall be charged at the Service Provider's Standard Hourly Rate applicable to the personnel or service category involved, and shall be invoiced monthly in arrears together with, or separately from, the Monthly Retainer Fee.

Excess Hours not exceeding [number] hours in any Contract Month may be performed by the Service Provider upon the Client's request (including by email or other electronic message) without further formality, and the Client shall pay for such Excess Hours in accordance with this Agreement.

Prior written approval of the Client shall be required only for Excess Hours that, in aggregate, exceed [number] hours in any Contract Month. Where such approval is required, the Service Provider shall not be obliged to perform, and the Client shall not be liable to pay for, Excess Hours above that threshold until such written approval (which may be given by email) has been obtained. Where the Client requests, directs, or accepts the benefit of such work, the Service Provider may treat the request as approval.

Excess Hours shall not reduce, offset, or be credited against any unused Retainer Hours of the same or any other Contract Month, and Retainer Hours shall not be applied retroactively to Excess Hours following expiry.

Where work is urgent or must be performed outside ordinary working hours at the Client's request, the Service Provider may apply a premium of [percentage] to the Standard Hourly Rate, subject to prior notice to the Client.

The Service Provider may adjust its Standard Hourly Rates upon not less than [number] days' written notice to the Client, but not more than once in any period of [number] months.

In consideration of the Services, the Client shall pay the Service Provider the Monthly Retainer Fee of [amount and currency] for each Contract Month during the Term, without regard to the number of Retainer Hours actually used.

The Monthly Retainer Fee is payable in advance, on or before the [number] day of each Contract Month. For any partial Contract Month, the Monthly Retainer Fee and the Retainer Hours shall be prorated on a daily basis.

In addition to the Monthly Retainer Fee, the Client shall pay: (i) fees for Excess Hours at the applicable Standard Hourly Rate; (ii) any premium rates agreed under Section 4; and (iii) reimbursement of reasonable, documented out-of-pocket expenses incurred by the Service Provider in connection with the Services, including third-party software, licenses, tools, and travel, where such expenses have been approved by the Client in advance, which approval shall not be unreasonably withheld.

All fees and other amounts payable under this Agreement are exclusive of value added tax, sales tax, goods and services tax, withholding tax, and any similar taxes, levies, or duties ("Taxes"), all of which shall be borne by the Client. If the Client is required by law to withhold any Taxes, it shall gross up the payment so that the Service Provider receives the full amount it would have received absent such withholding, and shall furnish official receipts evidencing payment to the relevant authority.

Unless otherwise agreed, the Monthly Retainer Fee shall be increased at the start of each [12-month period] by [percentage or index], upon written notice from the Service Provider to the Client.

All fees paid or payable under this Agreement are non-cancellable and non-refundable, except as expressly set forth in Section 3.

Bank charges, transfer fees, and currency conversion costs incurred in connection with payments shall be borne by the Client.

The Service Provider shall issue to the Client (i) an invoice for the Monthly Retainer Fee in advance of each Contract Month, and (ii) an invoice for Excess Hours, Taxes, and approved expenses monthly in arrears, with reasonable supporting detail, which may be combined in a single invoice. Invoices shall be delivered electronically to [billing email address].

Unless otherwise stated on the invoice, the Client shall pay each invoice in full, in [currency], within [number] days of the invoice date, by bank transfer to the account designated by the Service Provider, without set-off, counterclaim, deduction, or withholding except as required by law.

If the Client disputes any portion of an invoice in good faith, it shall notify the Service Provider in writing, with reasonable detail, within [number] days of receipt of the invoice, and shall pay the undisputed portion by the due date. Any invoice not disputed within that period shall be deemed accepted. The Parties shall work in good faith to resolve any dispute within [number] days.

Any amount not paid when due shall bear interest from the due date until the date of actual payment at the rate of [percentage] per month, or the maximum rate permitted by applicable law, whichever is lower, and the Client shall reimburse the Service Provider for all reasonable costs of collection, including legal fees.

If any amount remains unpaid for more than [number] days after its due date, the Service Provider may, without liability and without prejudice to its other rights, suspend the Services and withhold Deliverables upon [number] days' written notice until all overdue amounts, including interest, are paid in full. Suspension shall not relieve the Client of its obligation to pay the Monthly Retainer Fee for the period of suspension, and the Retainer Hours for that period shall expire in accordance with Section 3.

All Deliverables remain the property of the Service Provider, subject to Section 10, until payment in full of all amounts due in respect of them.

The Service Provider may require the Client to provide a security deposit or payment guarantee of [amount and currency] should the Client repeatedly fail to pay on time.

The Services shall be performed remotely from locations selected by the Service Provider. The Service Provider shall not be required to attend the Client's premises or any other physical location, and any on-site attendance requested by the Client shall be subject to the Service Provider's prior consent and shall constitute Excess Hours, together with reimbursement of related travel expenses.

The Service Provider shall perform the Services with reasonable skill, care, and diligence, consistent with generally accepted standards in the [industry] sector. The Service Provider does not guarantee any specific result, outcome, or level of performance of the Client's business.

The Service Provider shall be available to respond to the Client's requests during the hours of [days and hours] in the [time zone] time zone (the "Service Hours"). Response times are targets only and are not guaranteed, unless otherwise agreed in writing. Work requested outside the Service Hours shall be subject to Section 4.

The Parties shall communicate through [email, video conferencing, project management tools, or other channels]. The Client shall be responsible for ensuring that its systems are compatible with the communication and collaboration tools reasonably required for the Services.

The Service Provider shall implement reasonable technical and organizational measures to protect Client data accessed remotely against unauthorized access, using equipment and networks it considers reasonably secure. The Client acknowledges that remote and internet-based communications carry inherent risks and that the Service Provider is not liable for interruptions, delays, or security breaches beyond its reasonable control.

The Service Provider shall be responsible for providing its own equipment, software, and internet connectivity necessary for remote performance, except for any Client-specific systems, licenses, or tools which the Client shall provide at its own cost under Section 8.

The Parties shall hold review meetings every [frequency] to discuss the progress and prioritization of the Services. Failure of the Client to attend shall not relieve it of any payment obligations.

The Client shall provide to the Service Provider, promptly and at no charge, all information, materials, instructions, decisions, approvals, access (including remote access to systems, accounts, and tools), and cooperation that the Service Provider reasonably requires to perform the Services.

The Client shall designate a representative, [name and contact details], with authority to give instructions and approvals on its behalf. The Service Provider may rely on any instruction from such representative without further inquiry.

The Client shall ensure that all information and materials it provides are accurate, complete, and lawful, and that it holds all rights, licenses, and consents necessary for the Service Provider to use them for the purposes of performing the Services.

The Client shall respond to requests for information, feedback, or approval within [number] Business Days. To the extent that any delay or failure by the Client prevents or delays the Service Provider's performance, the Service Provider shall be excused from the affected obligations, shall be entitled to a reasonable extension of time, and shall not be liable for any resulting loss or delay.

The Client shall be solely responsible for its decisions made in reliance on or implementation of the Services and Deliverables, and for obtaining independent professional advice where appropriate, including legal, tax, financial, or regulatory advice not forming part of the Services.

The Client shall not, during the Term and for [number] months thereafter, directly or indirectly solicit for employment or engagement any employee or subcontractor of the Service Provider who has been involved in performing the Services, without the Service Provider's prior written consent. If the Client breaches this provision, it shall pay the Service Provider an amount equal to [number] months of the individual's remuneration, or [amount and currency], as a reasonable pre-estimate of loss and not as a penalty.

The Client shall comply with all laws applicable to its use of the Services and Deliverables and to its business.

The Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency, franchise, or fiduciary relationship between the Parties, and neither Party has authority to bind the other or to incur obligations on the other's behalf.

The Service Provider retains sole control over the manner, means, and methods of performing the Services, including its working hours (subject to Section 7), location, and personnel, and shall not be subject to the Client's direction or supervision other than as to the desired results and the scope of the Services.

The Service Provider and its personnel shall not be entitled to participate in any employee benefit plan, insurance, pension, or other benefit of the Client. The Service Provider shall be solely responsible for the compensation, benefits, insurance, and taxes relating to its own personnel.

The Service Provider shall be responsible for the payment of its own income taxes and social contributions arising from the fees received under this Agreement. The Client shall have no obligation to withhold any such amounts, except as required by law and subject to Section 5.

The Service Provider remains free to provide services to other clients during the Term, including clients in the same industry as the Client, provided that it does not breach its confidentiality obligations under this Agreement.

Neither Party shall represent to any third party that it has any authority to act on behalf of the other, and the Client shall not hold out the Service Provider as its employee.

As between the Parties, the Service Provider retains all right, title, and interest in and to all Intellectual Property Rights in its pre-existing materials, tools, methodologies, templates, processes, software, know-how, and any improvements or derivatives thereof, whether or not used in the performance of the Services (the "Provider Materials").

Subject to the Client's payment in full of all amounts due under this Agreement, the Service Provider assigns to the Client all rights, title, and interest in the Intellectual Property Rights in the Deliverables, excluding any Provider Materials embedded in or necessary to use the Deliverables.

Subject to the same condition as to payment, the Service Provider grants the Client a non-exclusive, non-transferable, worldwide, royalty-free, perpetual license, without the right to sublicense except to affiliates, to use the Provider Materials incorporated in the Deliverables solely as part of the Deliverables and for the Client's internal business purposes.

The Client retains all Intellectual Property Rights in the materials, data, and content it provides to the Service Provider (the "Client Materials"), and grants the Service Provider a non-exclusive, royalty-free license during the Term to use, copy, and modify the Client Materials solely for the purpose of performing the Services.

The Service Provider may use general knowledge, skills, experience, ideas, concepts, and techniques retained in the unaided memory of its personnel, provided that this does not involve the disclosure of the Client's Confidential Information.

The Service Provider may identify the Client as a customer and describe the general nature of the Services in its marketing materials, subject to any written objection by the Client, and shall not thereby disclose Confidential Information.

Third-party materials or open-source components incorporated into the Deliverables remain subject to the licenses of their respective owners, and the Client shall comply with such license terms.

Each Party (the "Receiving Party") shall keep confidential all Confidential Information of the other Party (the "Disclosing Party"), shall use it solely for the purposes of this Agreement, and shall not disclose it to any third party except as permitted in this Section.

The Receiving Party may disclose Confidential Information to its employees, subcontractors, affiliates, professional advisers, insurers, and financiers who need to know it for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those in this Agreement. The Receiving Party shall be liable for any breach by such persons.

The obligations in this Section shall not apply to information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was lawfully known to the Receiving Party before disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, court order, or competent authority, provided that, where lawful and practicable, it gives the Disclosing Party prompt prior notice and cooperates, at the Disclosing Party's expense, in seeking protective measures.

The Receiving Party shall protect Confidential Information with at least the same degree of care as it uses for its own confidential information, and no less than reasonable care. It shall promptly notify the Disclosing Party upon becoming aware of any unauthorized use or disclosure.

Upon written request following the expiry or termination of this Agreement, the Receiving Party shall return or destroy the Confidential Information of the Disclosing Party, except that it may retain copies as required by law or regulation, or in routine backups, or as necessary to evidence its performance, which shall remain subject to this Section.

The obligations in this Section shall continue during the Term and for a period of [number] years after its expiration or termination, and, with respect to trade secrets, for as long as they remain trade secrets.

Each Party represents and warrants to the other that: (i) it has full power and authority to enter into and perform this Agreement; (ii) this Agreement constitutes its legal, valid, and binding obligation; and (iii) its execution and performance of this Agreement does not violate any agreement, order, or law by which it is bound.

The Service Provider warrants that it shall perform the Services in a professional manner in accordance with Section 7. The Client must notify the Service Provider in writing of any alleged breach of this warranty within [number] days of performance of the relevant Services, and the Service Provider's sole obligation and the Client's exclusive remedy shall be to re-perform the non-conforming Services at no additional charge within a reasonable time.

The Client represents and warrants that: (i) it is entering into this Agreement for business purposes and not as a consumer; (ii) it has the right to provide the Client Materials and to grant the licenses granted in Section 10; and (iii) the use of the Client Materials by the Service Provider as contemplated hereby shall not infringe or violate any third-party rights or any law.

The Client represents and warrants that it is solvent and able to pay its debts as they fall due, and that it shall comply with all applicable laws, including anti-corruption, sanctions, and export control laws, in connection with this Agreement.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE PROVIDER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES OR DELIVERABLES WILL ACHIEVE ANY PARTICULAR RESULT OR BE ERROR-FREE OR UNINTERRUPTED.

The Service Provider does not provide legal, tax, accounting, medical, or other regulated professional advice unless expressly agreed in writing, and no such advice shall be deemed to be given.

To the maximum extent permitted by law, the Service Provider shall not be liable to the Client, whether in contract, tort (including negligence), or otherwise, for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profit, revenue, business, goodwill, anticipated savings, or data, even if advised of the possibility of such loss.

To the maximum extent permitted by law, the total aggregate liability of the Service Provider arising out of or in connection with this Agreement shall not exceed the lesser of (i) the total Monthly Retainer Fees actually paid by the Client in the [number] months immediately preceding the event giving rise to the claim, and (ii) [amount and currency].

The Client shall bring any claim against the Service Provider arising out of this Agreement within [number] months after the date on which the Client became aware or should reasonably have become aware of the circumstances giving rise to the claim, failing which the claim shall be barred to the extent permitted by law.

The Client shall defend, indemnify, and hold harmless the Service Provider, its affiliates, and their respective officers, directors, employees, and subcontractors from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (i) the Client Materials or the Service Provider's use thereof in accordance with this Agreement; (ii) the Client's breach of this Agreement or applicable law; or (iii) the Client's use or implementation of the Services or Deliverables, except to the extent caused by the Service Provider's gross negligence or willful misconduct.

The Service Provider shall defend and indemnify the Client against third-party claims alleging that the Deliverables, as delivered by the Service Provider and used in accordance with this Agreement, infringe such third party's Intellectual Property Rights, provided that the Client promptly notifies the Service Provider, grants it sole control of the defense and settlement, and cooperates fully. The Service Provider may at its option modify or replace the Deliverables, or refund the fees paid for the affected Deliverables. This Section states the Service Provider's entire liability for infringement claims.

The indemnified Party shall give prompt written notice of any claim, and failure to do so shall relieve the indemnifying Party of its obligations to the extent prejudiced.

Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or willful misconduct. The limitations in this Section shall apply regardless of the form of action and shall not apply to the Client's obligation to pay fees due.

This Agreement shall commence on the Effective Date and shall continue for the Initial Term, unless terminated earlier in accordance with this Section. The Initial Term shall be a fixed term, and the Parties shall have no right to terminate this Agreement for convenience prior to its expiry.

Upon expiry of the Initial Term, this Agreement [shall automatically renew for successive periods of [number] months each unless either Party gives the other written notice of non-renewal at least [number] days before the end of the then-current term / shall expire unless the Parties agree in writing to extend it]. Any renewal shall be on the same terms, subject to adjustment of fees under Section 5.

Either Party may terminate this Agreement with immediate effect by written notice if the other Party commits a material breach that is incapable of remedy or, if capable of remedy, is not remedied within [number] days after written notice requiring remedy. Non-payment of any undue amount by the Client beyond the period stated in Section 6 shall constitute a material breach.

The Service Provider may terminate this Agreement with immediate effect by written notice if the Client becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or administrator appointed, commences or becomes subject to bankruptcy or liquidation proceedings, or ceases to carry on business.

If the Client terminates, or purports to terminate, this Agreement other than as permitted by this Section, or if the Service Provider terminates this Agreement for the Client's breach or insolvency, the Client shall remain liable for, and shall pay as liquidated damages and not as a penalty, all Monthly Retainer Fees that would have been payable for the remainder of the Initial Term (or then-current renewal term), which the Parties agree is a reasonable pre-estimate of the Service Provider's loss.

Upon expiry or termination: (i) all outstanding invoices, including for Services performed up to the effective date of termination, shall become immediately due and payable; (ii) the Service Provider shall cease performing the Services; (iii) each Party shall comply with Section 11 regarding Confidential Information; and (iv) unused Retainer Hours shall expire without refund.

Sections 1, 5, 6, 10, 11, 12, 13, 14, 16, and 17, and any other provisions that by their nature are intended to survive, shall survive expiry or termination of this Agreement, as shall any accrued rights and remedies.

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay is caused by an event beyond its reasonable control (a "Force Majeure Event"), including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, governmental action or restriction, labor disputes, failure or disruption of public utilities, internet, or telecommunications networks, cyberattacks, or failures of third-party service providers.

The affected Party shall notify the other Party in writing as soon as reasonably practicable of the occurrence of the Force Majeure Event, its expected duration, and its effects on performance, and shall use reasonable efforts to mitigate its effects and resume performance.

During a Force Majeure Event affecting the Service Provider, the Service Provider's obligation to provide the Services shall be suspended to the extent affected, and the Monthly Retainer Fee shall remain payable, except that the Service Provider shall credit the Client with a pro rata portion of the Monthly Retainer Fee for any Retainer Hours that cannot be performed within [number] days after the Force Majeure Event ends, as the Client's sole remedy.

The Client's obligation to pay any amounts accrued and due under this Agreement shall not be excused by a Force Majeure Event.

If a Force Majeure Event continues for more than [number] consecutive days, the Service Provider may terminate this Agreement upon written notice to the Client without liability. The Client may terminate this Agreement upon written notice only if the Force Majeure Event affects the Service Provider and continues for more than [number] consecutive days, in which case the Client shall pay all fees accrued up to the effective date of termination.

Changes in economic conditions, increased costs, or lack of funds shall not constitute a Force Majeure Event.

This Agreement, and any dispute, controversy, or claim arising out of or in connection with it, including its formation, validity, 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 in good faith to resolve any dispute through negotiation between senior representatives. Either Party may initiate this process by written notice describing the dispute (a "Dispute Notice"). If the dispute is not resolved within [number] days of the Dispute Notice, either Party may refer it for resolution in accordance with this Section.

Any dispute not resolved under the preceding clause shall be finally settled by [binding arbitration administered by [arbitral institution] under its rules / the courts of [jurisdiction]]. [The seat of arbitration shall be [city, country]. The tribunal shall consist of [one/three] arbitrator(s). The language of the arbitration shall be English.]

The prevailing Party in any dispute shall be entitled to recover its reasonable legal fees, costs, and expenses from the other Party.

Notwithstanding the foregoing, the Service Provider may at any time seek injunctive or other equitable relief, or bring proceedings for the recovery of unpaid fees, before any court of competent jurisdiction. Either Party may seek urgent interim relief to protect its Intellectual Property Rights or Confidential Information.

Each Party irrevocably waives, to the fullest extent permitted by law, any right to trial by jury and any objection to the venue or forum selected under this Section, including any claim of inconvenient forum.

The Parties shall continue to perform their respective obligations under this Agreement, including payment, during the pendency of any dispute, except to the extent that this Agreement has been terminated or suspended in accordance with its terms.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, negotiations, representations, understandings, and agreements, whether written or oral. The Client acknowledges that it has not relied on any statement not expressly set out in this Agreement.

No amendment, variation, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties, save for rate adjustments by the Service Provider in accordance with Sections 4 and 5. No failure or delay in exercising any right shall operate as a waiver.

The Client may not assign, delegate, or transfer any of its rights or obligations under this Agreement without the prior written consent of the Service Provider. The Service Provider may assign or transfer this Agreement, in whole or in part, to an affiliate or to a successor to all or substantially all of its business or assets, upon notice to the Client.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible or severed, and the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith a valid replacement provision that most closely achieves the original intent.

All notices under this Agreement shall be in writing and delivered by hand, courier, or email to the addresses set out in the signature block, or to such other address as a Party may notify. Notices shall be deemed received: if delivered by hand or courier, on delivery; and if sent by email, on the next Business Day after transmission, provided no delivery failure notification is received.

Nothing in this Agreement confers any right or benefit on any person who is not a Party, and no third party may enforce any of its terms.

This Agreement may be executed in any number of counterparts, including by electronic signature or exchange of scanned copies, each of which shall be deemed an original and all of which together constitute one instrument.

Each Party shall bear its own costs in connection with the negotiation and execution of this Agreement. The Parties acknowledge that they have had the opportunity to obtain independent legal advice, and that this Agreement shall not be construed against either Party as the drafter.