Miscellaneous CA & AOA Document

MISCELLANEOUS CA & AOA DOCUMENT

This Miscellaneous CA & AOA Document (the Agreement) is made and entered into as of Effective Date: by and between the parties set forth below.

Parties

Recitals

WHEREAS, Client Name: is engaged in its business and requires certain services and/or deliverables; and

WHEREAS, Provider Name: has expertise and agrees to perform services for Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing the relationship, scope of services, payment and other matters in writing.

Scope of Work

Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards:

Payment Terms

All fees are payable in United States Dollars unless otherwise agreed in writing. Provider shall submit invoices in accordance with the payment schedule and Client shall pay undisputed amounts within the time specified above. Disputed items shall be raised in writing within ten (10) business days of receipt of invoice and shall not excuse timely payment of undisputed amounts.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above after receipt of written notice. Termination shall not relieve either party of obligations accrued prior to the effective date of termination. Upon termination, Provider shall deliver all work in progress and all Client property, and Client shall pay Provider for all services performed and expenses properly incurred through the effective date of termination.

Confidentiality

For the purpose of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the receiving party prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

Receiving party shall: (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) limit disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) 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 a reasonable degree of care.

Notwithstanding the foregoing, either party may disclose Confidential Information to the extent compelled by law or by a binding order of a court or governmental agency, provided that the receiving party gives prompt written notice to the disclosing party and cooperates, at disclosing party's expense, in any reasonable effort to obtain protective treatment.

Intellectual Property & Assignment of Ownership

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement, including all copyrights and other intellectual property rights therein, upon receipt of full payment. Provider retains ownership of its pre-existing materials, tools, templates and methodologies. To the extent Provider incorporates pre-existing materials into deliverables, Provider grants Client a perpetual, non-exclusive, worldwide license to use those pre-existing materials as incorporated.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in California for any action arising out of or relating to this Agreement, except where injunctive or other equitable relief is sought.

Representations; Authority

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing below is authorized to bind such party. Each party further represents that its performance will not violate any other agreement to which it is a party.

Entire Agreement; Miscellaneous

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

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

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