Miscellaneous Additional KW Template

MISCELLANEOUS ADDITIONAL KW TEMPLATE

This Miscellaneous Additional KW Template (the Agreement) is made effective as of Effective Date: by and between Client Name: , Address: and Provider Name: , Address: .

WHEREAS

WHEREAS, Client requires certain additional services and deliverables related to KW matters, including but not limited to advisory, documentation, or supplemental work described herein;

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the additional services described in this Agreement and agrees to perform such services under the terms and conditions set forth below;

WHEREAS, the parties desire to set forth their mutual understanding as to the scope, payment, term, confidentiality and other material terms governing the additional services;

SCOPE OF WORK

Provider shall perform the additional tasks, deliverables and services described below. Provider shall perform the services in a professional and workmanlike manner and in accordance with industry standards.

PAYMENT TERMS

In consideration for the services described above, Client shall pay Provider in accordance with the following terms. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Unpaid amounts not received within days after the invoice due date shall accrue interest at the lesser of (a) per month, compounded monthly, or (b) the maximum rate permitted by applicable law.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any obligation hereunder and fails to cure such breach within Notice Period: days after receipt of written notice. Termination for convenience by Client requires days' prior written notice and payment for work performed through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence all non-public information disclosed by the other party (Discloser) that is designated as confidential or that, by its nature, should reasonably be understood to be confidential ("Confidential Information"). Recipient shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information shall not include information that (a) is or becomes generally available to the public through no fault of Recipient; (b) was rightfully in Recipient's possession prior to disclosure without obligation of confidentiality; (c) is received by Recipient from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information. Upon termination or expiration of this Agreement, Recipient shall promptly return or destroy Discloser’s Confidential Information and certify such return or destruction upon request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, 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.

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets relating to this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ENTITY TYPE (OPTIONAL)

Client entity type: Corporation LLC Individual

Provider entity type: Corporation LLC Individual

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