Appointment Scope Document

APPOINTMENT SCOPE DOCUMENT

This Appointment Scope Document (the "Document") is made between the parties identified below and sets forth the terms, scope, compensation, and other material provisions governing the engagement described herein.

PARTIES

RECITALS

WHEREAS, Client Name: seeks to appoint Appointee Name: to perform the services described below; and

WHEREAS, Appointee represents that Appointee has the experience, personnel and resources necessary to perform such services in accordance with the terms of this Document; and

WHEREAS, the parties desire to set forth the scope, compensation, and related provisions that will govern the appointment.

SCOPE OF WORK

SCHEDULE & LOCATION

Appointment Commencement Date: and Anticipated Completion Date: .

PAYMENT TERMS

Compensation: Client agrees to pay Appointee the total amount of USD for performance of the Scope of Work, subject to the payment schedule below.

Invoicing and Payment Terms: Appointee shall submit invoices to Client in accordance with the Payment Schedule. Unless otherwise agreed, Client shall remit payment within days of receipt of a proper invoice.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law and shall be subject to a late fee of USD after notice and a 10-day cure period.

TERM AND TERMINATION

Term: The term of this appointment shall begin on Commencement Date referenced above and, unless earlier terminated in accordance with this Document, shall end on Anticipated Completion Date referenced above.

Termination for Convenience: Either party may terminate this Document for convenience upon written notice delivered at least days prior to the effective date of termination. Termination notice shall state the effective date of termination and be delivered in accordance with the Notice provisions below.

Termination for Cause: Either party may terminate this Document immediately upon written notice if the other party materially breaches this Document and fails to cure such breach within days after receiving written notice specifying the breach.

CONFIDENTIALITY

Definition of Confidential Information: "Confidential Information" means non-public information disclosed by one party to the other 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.

Obligations: The receiving party shall (i) use Confidential Information solely to perform its obligations under this Document, (ii) restrict disclosure to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) 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.

Exceptions: Confidential Information does not include information that is: (a) already known to the receiving party without restriction at the time of disclosure; (b) becomes publicly available through no fault of the receiving party; (c) rightfully obtained from a third party without restriction; or (d) independently developed without use of or reference to the disclosing party's Confidential Information.

INDEMNIFICATION & LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, liabilities and expenses resulting from its breach of this Document or from its negligent acts or willful misconduct in performing obligations hereunder. Except for breaches of confidentiality or indemnity obligations, neither party’s aggregate liability for direct damages arising out of or relating to this Document shall exceed the total fees paid or payable to Appointee under this Document.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Document shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising under this Document through negotiation between senior representatives. If unresolved within 30 days, the dispute shall be resolved by binding arbitration in accordance with the rules agreed by the parties, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

NOTICES

All notices required or permitted under this Document must be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing. Notice is effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

ENTIRE AGREEMENT

This Document, together with any attachments, exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether oral or written. Any modification must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Document without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

Severability: If any provision of this Document is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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