End of Term Document PG

End of Term Document PG

Parties and Recitals

This End of Term Document PG (the "Agreement") is made and entered into as of by and between:

WHEREAS, Company engaged Service Provider pursuant to an existing agreement for the provision of services set forth therein; and

WHEREAS, the parties intend to document the completion of certain obligations, final payments and the transition of work product at the conclusion of the engagement term;

WHEREAS, the parties desire to set forth the terms governing the end of the engagement, including final deliverables, payment, return of materials, confidentiality and post-termination obligations.

Scope of Work

The Service Provider shall deliver final work product, complete remaining tasks and provide transition assistance as described below. The parties acknowledge that the list below is intended to be exhaustive for the purposes of final acceptance and final payment.

Payment Terms

Company shall pay Service Provider in consideration for the completed services and deliverables in accordance with the schedule and amounts set forth below.

Late payments shall accrue interest at on outstanding amounts, commencing on the first day after the due date. Any dispute regarding a portion of an invoice shall not relieve Company of its obligation to pay undisputed amounts when due.

Term and Termination

This Agreement memorializes the conclusion of the parties' engagement and addresses obligations during the wind-down period.

Term Start Date: — Term End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure a breach within the notice period set forth above. Termination shall not relieve either party of obligations that accrued prior to termination, including payment for services performed and return of confidential materials.

Confidentiality

For purposes of this Agreement, "Confidential Information" includes non-public business information, technical data, source code, trade secrets, and other information designated as confidential by either party or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to hold Confidential Information in strict confidence and to use such information solely for purposes of performing obligations under this Agreement. These confidentiality obligations shall survive termination for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Upon termination or expiration, the receiving party shall, at disclosing party's option, promptly return or destroy all Confidential Information and certify in writing that such return or destruction has been completed.

Governing Law; Remedies

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. The parties acknowledge that monetary damages may be insufficient to remedy a breach of confidentiality or misuse of intellectual property and agree that equitable relief, including injunctive relief, may be awarded in addition to any other remedies available at law or in equity.

Entire Agreement and Miscellaneous

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations and understandings, whether written or oral, relating to the end of the engagement. Any amendment or modification must be in a writing signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the parties' original intent to the greatest extent possible.

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