Miscellaneous Attachments Template

MISCELLANEOUS ATTACHMENTS TEMPLATE

This Miscellaneous Attachments Template ("Agreement") is made effective as of by and between Client Name: , Client Address: and Contractor Name: , Contractor Address: .

RECITALS

WHEREAS, the parties have entered into a principal agreement identified as dated (the "Principal Agreement");

WHEREAS, the parties desire to document certain miscellaneous attachments, exhibits, specifications and ancillary documents that define scope, deliverables, pricing or other obligations to be incorporated into the Principal Agreement; and

WHEREAS, the parties intend that each attachment listed in the Attachments Schedule below shall be incorporated by reference and have the force of an integral part of the Principal Agreement, subject to the terms set forth in this Template.

SCOPE OF WORK

ATTACHMENTS SCHEDULE

List each attachment to be incorporated. Each attachment identified below is incorporated into this Agreement by reference as though fully set forth herein.

Incorporated by reference: Yes

Incorporated by reference: Yes

Incorporated by reference: Yes

PAYMENT TERMS

Compensation for services or deliverables described in any Attachment shall be governed by the terms set forth herein. The total amount payable under the attachments listed above is USD unless otherwise specified in an individual attachment.

Late payments shall accrue interest at the lesser of % per month or a flat fee of USD, commencing days after invoice due date.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

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 within days after receipt of written notice describing the breach.

Upon termination, the parties shall cooperate to wind down performance, return confidential materials, and pay amounts due for accepted work performed through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information expressly includes the contents and specifications of any Attachment listed in this Schedule unless expressly stated otherwise in that Attachment.

Confidential Information shall not include information that is (a) publicly available through no breach of this Agreement, (b) lawfully received from a third party without restriction, or (c) independently developed without reference to the Confidential Information. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement and any dispute arising out of or relating to it shall be governed by and construed under the laws of the State of , without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiations; if unresolved, disputes shall be resolved by the courts located in the chosen state unless the parties otherwise agree in writing.

MISCELLANEOUS

Entire Agreement: This Agreement, together with the Principal Agreement and the attachments listed in the Attachments Schedule, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

Assignment: Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims, losses, damages and expenses arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct, except to the extent such claims result from the negligence or willful misconduct of the indemnified party.

Amendment: No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Attachments may specify additional amendment mechanics for their particular subject matter but shall not modify the written amendment requirement of this paragraph.

Severability: If any provision of this Agreement is held 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, to the extent possible, the original economic, legal and commercial objective.

Counterparts and Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

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