Client Agreement
Client Agreement
Client Agreement
This Client Agreement ("Agreement") is made and entered into as of [Date] by and between
[Firm Name], a [State of Incorporation] [Company Type] with its principal place of business at
[Firm Address] ("Firm"), and [Client Name], a [State of Incorporation] [Company Type] with its
principal place of business at [Client Address] ("Client").
WHEREAS, Client desires to engage Firm for the provision of certain services, and Firm is willing to
provide such services, all on the terms and conditions set forth herein.
1. Scope of Work:
The following services are agreed to be rendered by Firm to Client: [Example of services in full, such as legal
representation in a [kind of case] and other legal concerns and matters, etc.]
Client agrees to cooperate with Firm and provide all necessary information and materials in a timely manner to
facilitate the performance of the services.
Client agrees to pay Firm the following fees for the services. Client shall be responsible for all out-of-pocket
expenses incurred by Firm in connection with the services, upon prior approval by Client. The specifics of the work
determine the price and payment.
3. Client Responsibilities:
Client agrees to Provide Firm with accurate and complete information necessary for the performance of the
services.
4. Confidentiality:
Both parties agree to hold in confidence all confidential information received from the other party during the
course of this Agreement.
5. Intellectual Property:
All intellectual property rights developed by Firm in connection with the services shall be the sole and exclusive
property of Firm. Client shall have a non-exclusive, royalty-free license to use the deliverables for its internal
business purposes.
7. Termination:
This Agreement may be terminated by either party upon [Number] days' written notice to the other
party. This Agreement may also be terminated immediately by either party for material breach of its
terms by the other party. Any deliberate violation of a provision of the agreement would result in
penalties.
a) Mediation:
In the event of any dispute arising out of or in connection with this agreement, the parties agree to first
attempt to resolve the dispute through mediation. The mediation shall be conducted by a neutral third
party mutually agreed upon by both parties. If the parties are unable to agree on a mediator within [30]
days of notice of the dispute, either party may request the appointment of a mediator by a relevant
mediation institution.
The mediation proceedings shall take place in [City, Province of Ontario] and shall be conducted in
accordance with the mediation rules of [specified mediation institution], or if no institution is specified, in
accordance with the rules of a recognized mediation institution chosen by the mediator.
b) Litigation:
If the dispute is not resolved through mediation within [60] days of the commencement of the mediation
process, or if either party refuses to participate in the mediation process, the parties agree that the
dispute shall be resolved through litigation in the courts of the Province of Ontario. Each party hereby
consents to the exclusive jurisdiction of the courts of the Province of Ontario and waives any objections
based on venue or forum non-conveniens.
9. Governing Law: This agreement shall be governed by and construed in accordance with the laws of
the Province of Ontario, Canada, excluding its conflict of law principles.
10. Entire Agreement:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or
written.
11. Notices:
All notices and other communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt
requested, sent by overnight courier, or sent by email to the addresses set forth above.
12. Waiver:
No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.
13. Severability:
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the
remaining provisions shall remain in full force and effect.
Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement due
to acts of God, war, terrorism, strikes, lockouts, fires, floods, or any other similar event beyond the reasonable
control of the affected party.
This Agreement may only be amended in writing and signed by both parties. No oral modification or waiver of any
provision of this Agreement shall be binding on either party.
16.Signature box:
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
1.[Law Firm Name] 2. [Client Name]
_____________________________ _____________________________
[Witness's Address]
[Date]