Meeting Office Panel Notes

MEETING OFFICE PANEL NOTES AND SERVICES AGREEMENT

Parties and Recitals

This Meeting Office Panel Notes and Services Agreement (the Agreement) is entered into effective as of by and between , a party requesting panel services, and , the provider of panel services.

WHEREAS, the Client requires a convened office panel to review, evaluate, or adjudicate matters described herein; and

WHEREAS, the Panel Provider has the experience and resources to assemble and facilitate such a panel under the terms set forth below; and

WHEREAS, the parties desire to memorialize the scope, deliverables, confidentiality, payment, and other terms applicable to the panel services and the official meeting notes produced by the panel.

Meeting Details

Date:    Time:    Location:

Scope of Work

The Panel Provider shall prepare, facilitate, and deliver meeting administration, minutes, findings, recommendations, and any procedural determinations described herein. The services shall include convening the panel; recording deliberations; preparing a formal Panel Notes document; and delivering final notes to the Client in accordance with the schedule below.

Agenda and Notes

Payment Terms

Compensation for panel services shall be as follows: Base Fee: $

Payment Schedule:

Late Payment: Unpaid amounts shall accrue interest at a rate of (or the maximum allowed by law), and the Panel Provider may suspend delivery of final notes until payment is made.

Term and Termination

Term: This Agreement commences on and, unless earlier terminated, expires on .

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Termination for cause may be effected immediately upon material breach if such breach is not cured within thirty (30) days after written notice.

Confidentiality

Each party acknowledges that materials, testimony, deliberations, and notes produced in connection with panel proceedings may contain Confidential Information. "Confidential Information" means non-public information disclosed in connection with the services that is identified as confidential or that a reasonable person would understand to be confidential.

The receiving party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, (ii) not disclose Confidential Information to any third party except as required by law or as necessary to perform the services, and (iii) return or destroy Confidential Information upon written request of the disclosing party, except to the extent retention is required by applicable recordkeeping obligations.

A party may disclose Confidential Information to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

The undersigned acknowledge and agree to abide by the confidentiality obligations set forth above.

Records, Ownership, and Use of Notes

All official Panel Notes, deliverables, and materials prepared by the Panel Provider under this Agreement shall be the property of the Client upon full payment, except that the Panel Provider may retain copies for internal recordkeeping subject to the confidentiality obligations herein.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved by binding arbitration in accordance with widely accepted arbitration procedures, and judgment on an arbitration award may be entered in any court of competent jurisdiction.

Representations and Warranties; Liability

Each party represents that it has full power and authority to enter into this Agreement. The Panel Provider warrants that services will be performed in a professional manner consistent with industry practice. Except as expressly provided, neither party makes any other warranty, express or implied. Neither party shall be liable for incidental, consequential, or punitive damages except to the extent caused by gross negligence or willful misconduct.

Entire Agreement

This Agreement, including all incorporated meeting notes and appendices when executed, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral. Any amendments must be in writing and signed by both parties.

Miscellaneous Provisions

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth below. Severability: If any provision is held invalid, the remainder shall remain in effect. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all assets.

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