Agency Draft Document

AGENCY DRAFT DOCUMENT

This Agency Draft Document (the "Agreement") is entered into as of Effective Date: by and between Agency Name: with principal address at and Client Name: with principal address at .

WHEREAS

WHEREAS, Agency is engaged in the business of providing drafting, editorial, and advisory services related to regulatory, commercial and corporate documentation and has the experience and capability to perform the services described herein;

WHEREAS, Client desires to retain Agency to prepare and deliver draft documents and related advisory services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the respective rights and obligations of the parties with respect to the services to be performed.

SCOPE OF WORK

Deliverables shall be delivered in the formats and at the milestones set forth in the Scope of Work above. Agency shall perform services in a professional manner consistent with industry standards and shall use reasonable efforts to meet agreed schedule dates.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Agency as follows: a non-refundable deposit equal to upon execution; the balance shall be due in accordance with the Payment Schedule above. All payments are due within days of invoice date.

Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum amount permitted by law, and Client shall be responsible for any collection costs, including reasonable attorneys' fees. In addition, Agency reserves the right to suspend work for invoices not paid within days after invoice.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, continues until End Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the other party fails to cure such breach within fifteen (15) days after receipt of written notice describing the breach.

Upon termination, Client shall pay Agency for all work performed and documented expenses incurred up to the effective date of termination and, where applicable, for any partially completed deliverables on a pro rata basis.

CONFIDENTIALITY

"Confidential Information" means all non-public information, whether oral or written, disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public without breach of this Agreement; (ii) was known to Recipient prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

The confidentiality obligations herein shall survive for a period of three (3) years following termination or expiration of this Agreement, except for trade secrets, which shall remain protected for as long as such information qualifies as a trade secret under controlling law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to principles of conflict of laws. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the parties: Agency is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the parties. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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