Miscellaneous AOS Task Set

MISCELLANEOUS AOS TASK SET

Client Name:     Contractor Name:

Agreement Reference:     Effective Date:

WHEREAS

WHEREAS, Client has engaged Contractor to perform a defined set of administrative operating support tasks described herein, collectively referred to as the AOS Task Set, and Contractor represents that it has the personnel, experience, and resources necessary to perform such tasks in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the scope, schedule, compensation, confidentiality obligations and other terms governing performance of the AOS Task Set; and

WHEREAS, the parties intend this document to serve as the entire agreement between them with respect to the AOS Task Set and to supersede any prior oral or written agreements on the same subject matter.

SCOPE OF WORK

The Contractor shall perform the tasks, deliverables and milestones set forth below (the "Scope of Work"). Contractor shall use qualified personnel and shall perform all services in a timely, professional and workmanlike manner consistent with prevailing industry standards.

TASK SCHEDULE AND DELIVERABLES

List each task, its due date and the responsible party. Add additional rows as needed in writing.

PAYMENT TERMS

Total Compensation: $    OR Hourly Rate: $

Invoices Due:    Late Fee:    Minimum Late Charge: $

Payment shall be made in lawful funds to Contractor within the time set forth above. If Client disputes any portion of an invoice, Client shall provide a written notice of dispute with specific reasons within ten (10) days of receipt and shall timely pay any undisputed portion.

TERM AND TERMINATION

Term Commencement:    Term Expiration:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination for any reason, Contractor shall deliver to Client all work in progress and completed deliverables and shall invoice Client for all services performed and reimbursable expenses incurred through the effective date of termination. Client shall pay Contractor within the invoice period set forth above for all undisputed amounts.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive confidential, proprietary, or non-public information of the other party (collectively, "Confidential Information"). Confidential Information shall include all non-public business, technical or financial information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects.

The receiving party shall (i) hold all Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as permitted herein, and (iii) use Confidential Information solely for the performance of this Agreement. The foregoing obligations shall not apply to information that (a) is or becomes generally available to the public through no fault of the receiving party, (b) was already in the receiving party's possession without restriction prior to disclosure, or (c) is required to be disclosed by applicable law, provided that the receiving party gives prompt notice to the disclosing party and cooperates in any effort to seek a protective order or other limitation on disclosure.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all Confidential Information and certify in writing that it has complied with this obligation.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any attachments or task schedules incorporated by reference, constitutes the entire agreement between the parties with respect to the AOS Task Set and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment, waiver or modification shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

NOTICES

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