Miscellaneous Chapter ICA

MISCELLANEOUS CHAPTER ICA

This Miscellaneous Chapter Intercompany Agreement ("Agreement") is made and entered into as of Effective Date: by and between Party A Name: a business organized under Jurisdiction: and Party B Name: a business organized under Jurisdiction: .

WHEREAS

WHEREAS, Party A provides certain internal services, resources, or chapter-level functions (the "Services") that Party B requires for its corporate operations and internal coordination; and

WHEREAS, the parties desire to set forth the terms and conditions under which Party A will perform specified Services for Party B on the terms set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to allocate responsibilities, payment obligations and confidentiality protections between the parties for chapter-level intercompany activities.

SCOPE OF WORK

Party A shall provide Services to Party B as described below. The Services shall be performed in a professional manner in accordance with industry standards and any schedules or milestones set forth herein.

PAYMENT TERMS

In consideration for the Services, Party B shall pay Party A in accordance with the terms below. All amounts are stated in the currency agreed between the parties and are exclusive of taxes unless otherwise specified.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice of the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that, in the course of performance under this Agreement, it may receive Confidential Information of the other party (the "Disclosing Party"). Confidential Information includes, without limitation, non-public business information, internal policies, pricing, technical data, financial information, and internal communications. The Receiving Party agrees:

(a) to hold Confidential Information in strict confidence and to use it only for the purposes of performing obligations under this Agreement; (b) to restrict access to Confidential Information to employees or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not to disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except as required by applicable law (provided that, to the extent permitted, the Receiving Party provides prompt notice and cooperates to limit such disclosure).

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for the resolution of disputes arising under this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Amendments: This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral.

NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by reputable overnight courier to the addresses set forth above or to such other address as either party may designate by notice to the other.

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