Miscellaneous Boettcher Document

MISCELLANEOUS BOETCHER DOCUMENT

Parties and Effective Date

Recitals

WHEREAS, Client Name is engaged in certain business activities and requires services, goods, or other deliverables as set forth in this Agreement; and

WHEREAS, Contractor Name possesses professional skill, experience and personnel necessary to perform the services described herein and is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Contractor shall perform the work, deliverables, and services described below in a professional and workmanlike manner consistent with industry standards. Contractor shall provide all labor, materials, equipment and supervision necessary to complete the Scope of Work unless otherwise specified.

Payment Terms

Client shall pay Contractor compensation for the Scope of Work as described below. All payments shall be made in United States dollars unless otherwise agreed in writing. Fees do not include applicable taxes unless expressly stated.

Term and Termination

This Agreement shall commence on the Effective Date and remain in effect until the completion of the Scope of Work or earlier termination in accordance with this Section.

Either party may terminate this Agreement for cause upon material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, pricing, customer lists and trade secrets.

Receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party except to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not use Confidential Information for any purpose other than performance under this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is lawfully obtained from a third party without restriction. Upon termination or written request, receiving party shall promptly return or destroy Confidential Information and certify such destruction if requested.

Governing Law

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

Entire Agreement

This Agreement, including all exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings, representations and warranties. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate in writing.

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