Miscellaneous CatchAll IO

MISCELLANEOUS CATCHALL IO

This Miscellaneous CatchAll IO ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address and Service Provider Name: with principal address .

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain services and deliverables as described in this IO; and

WHEREAS, Provider represents that it has the capability, personnel, and expertise to perform the services described herein and agrees to provide such services in accordance with the terms of this Agreement; and

WHEREAS, the parties intend for this IO to set forth the specific scope, schedule and payment terms applicable to the engagement.

IO IDENTIFIERS AND CONTACTS

SCOPE OF WORK

Provider shall perform the services and deliverables described below in accordance with the terms of this Agreement. The parties acknowledge that this IO covers services not explicitly contemplated in other agreements between the parties where specified here.

PAYMENT TERMS

Total Fee (USD):

Invoicing Frequency:    Payment Due Within: days of invoice receipt

Late Fee / Interest: . Client shall also bear reasonable collection costs, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the intended termination date. Either party may terminate immediately upon material breach by the other party that remains uncured for a period of 15 days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay Provider for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or other information disclosed by one party to the other, whether disclosed orally, visually or in writing. Recipient shall maintain Confidential Information in strict confidence, shall not disclose it to third parties except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and shall use Confidential Information solely to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was lawfully known to Recipient prior to disclosure, as demonstrated by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Confidential Information. If Recipient is compelled by law or court order to disclose Confidential Information, Recipient shall provide prompt written notice to Discloser and cooperate with Discloser in seeking protective relief.

Survival: The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for a period of three (3) years, provided that trade secrets and information that reasonably should be understood to be confidential shall remain protected for so long as such information retains its confidential character.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties. Provider shall be solely responsible for all taxes, withholding and other statutory obligations relating to its personnel.

Assignment: Neither party may assign this Agreement or any of its rights or obligations 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 transfer of control to an affiliate, provided that the assignee assumes the assigning party's obligations.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If unresolved within 30 days, the parties may pursue any remedy available at law or in equity in the courts of the selected state.

ENTIRE AGREEMENT

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify by notice. Notices are effective upon receipt.

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