AIA Miscellaneous Agreement

AIA MISCELLANEOUS AGREEMENT

This Miscellaneous Agreement ("Agreement") is entered into as of by and between Client Name: whose principal place of business is and Contractor Name: whose principal place of business is .

RECITALS

WHEREAS, Client requires certain professional services and incidental work described in this Agreement and desires to engage Contractor to perform such services on the terms and conditions set forth herein; and

WHEREAS, Contractor represents that it possesses the qualifications, experience and ability to perform the services described in this Agreement in a professional and workmanlike manner and agrees to perform such services in accordance with the terms, conditions and standards set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide services to Client.

SCOPE OF WORK

Contractor shall provide the services set forth above and shall perform all work in a timely manner consistent with industry standards and the schedule agreed by the parties. Contractor shall furnish all personnel, materials, equipment and supervision required to perform the services unless otherwise specified in writing.

PAYMENT TERMS

Unless otherwise agreed in writing, Contractor shall invoice Client in accordance with the payment schedule above. Invoices are due and payable within days of receipt. Payment shall be made in United States dollars to the payee designated on the invoice.

If Client fails to pay undisputed amounts when due, Contractor may suspend performance after five (5) days' written notice and shall be entitled to recover interest, collections costs, and any other remedies available at law or in equity.

TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Contractor shall be entitled to payment for all services performed and costs reasonably incurred up to the effective date of termination, together with any other amounts accrued under this Agreement.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all information disclosed by either party to the other, whether in written, oral, electronic or other form, that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes generally available to the public through no breach of this Agreement by the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence and take reasonable precautions to protect it; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to its representatives who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The receiving party shall be liable for any breach of this confidentiality obligation by its representatives.

These confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. Disclosure required by law or court order is permitted only after providing prompt written notice to the disclosing party to allow it to seek protective relief.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

MISCELLANEOUS

Assignment: Neither party shall assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets or transfer of ownership.

Independent Contractor: Contractor is an independent contractor and shall be solely responsible for payment of all taxes and withholding related to its personnel. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the parties.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the parties' original intent.

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