Miscellaneous Additional Submission Form

MISCELLANEOUS ADDITIONAL SUBMISSION FORM

RECITALS

WHEREAS, Client Name: (the "Submitter") has prepared, identified or otherwise possesses certain additional materials, documents, data, designs or deliverables described herein (the "Additional Submission"); and

WHEREAS, Recipient Name: (the "Recipient") has authority to accept or review such Additional Submission under an existing agreement between the parties and agrees to accept the Additional Submission subject to the terms and conditions set forth below; and

WHEREAS, the parties desire to memorialize the terms, scope, compensation and confidentiality applicable to the Additional Submission effective as of Effective Date: .

SUBMISSION DETAILS

SCOPE OF WORK

PAYMENT TERMS

Total Compensation (USD): . Payment shall be made in accordance with the schedule below.

Late Payment: Any amount not paid within days after the applicable due date shall accrue interest at or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date: . Termination Date (if any): .

Either party may terminate this submission and the obligations created hereunder upon written notice delivered to the other party at least days prior to the effective date of termination. Termination shall not relieve either party of any obligations which accrued prior to the effective date of termination, including payment obligations.

CONFIDENTIALITY

Each party agrees that all non-public information, materials and data disclosed in connection with the Additional Submission that are marked confidential or that reasonably should be understood to be confidential given their nature ("Confidential Information") shall be held in confidence and used solely for the purposes of evaluating, performing, or integrating the Additional Submission. Confidential Information shall not include information that (i) is or becomes generally known to the public without breach of this agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction on use or disclosure; or (iv) is independently developed by the receiving party without use of the discloser's Confidential Information.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Miscellaneous Additional Submission Form and to perform its obligations hereunder. The Submitter further represents that, to the best of its knowledge, the Additional Submission does not infringe or misappropriate any third party intellectual property rights and that the Submitter has the right to disclose the Additional Submission to the Recipient on the terms set forth herein.

GOVERNING LAW

This Miscellaneous Additional Submission Form shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles.

ENTIRE AGREEMENT

This document, together with any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Additional Submission and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral, relating to the subject matter hereof. Any modification must be in a writing signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS PROVISIONS

Severability: If any provision of this form is held unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of any other breach. Remedies provided herein are cumulative and not exclusive.

Assignment: Neither party may assign its rights or delegate its obligations under this document without the prior written consent of the other party, except to an affiliate or successor by merger or sale of substantially all assets, provided that the assignee agrees in writing to be bound by the terms hereof.

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