Miscellaneous Combined Exhibits

MISCELLANEOUS COMBINED EXHIBITS

This Miscellaneous Combined Exhibits Agreement (the Agreement) is entered into as of by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client engages Provider to perform services and deliverables as described in the exhibits attached hereto; and

WHEREAS, the parties desire to consolidate and identify all exhibits, schedules, statements of work and specifications applicable to their relationship into this single Combined Exhibits document, which shall be incorporated into and governed by the primary agreement between the parties; and

WHEREAS, the parties intend that the exhibits listed below set forth obligations, deliverables, pricing, and other material terms necessary for the performance of services.

EXHIBITS COMBINED

Exhibit 1 — Title

Exhibit 1 — Description

Exhibit 2 — Title

Exhibit 2 — Description

Exhibit 3 — Title (optional)

Exhibit 3 — Description (optional)

SCOPE OF WORK

Provider shall perform the services and deliver the items set forth in the exhibits attached to this document. The scope below supplements and clarifies the exhibits and controls if there is any inconsistency.

PAYMENT TERMS

Client shall pay Provider for services described in the combined exhibits as follows. All amounts are in U.S. dollars unless otherwise stated.

Unless otherwise specified in the exhibits, invoices are due within days of invoice receipt. Disputed invoice amounts shall be notified in writing within days, and the undisputed portion shall be payable per the schedule above.

TERM AND TERMINATION

The term of this Combined Exhibits document shall commence on and, unless earlier terminated as provided below, shall expire on .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after written notice.

Upon termination, Client shall pay Provider for all services performed and non-cancelable commitments incurred through the date of termination. Provider shall deliver all work in progress and any finished deliverables for which payment has been made.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, electronic or other form, including without limitation pricing, technical data, business plans, and customer information. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors and agents having a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise 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.

Confidential Information shall not include information that: (i) is or becomes publicly available through no breach by the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction to prevent actual or threatened breaches of confidentiality or intellectual property rights.

ENTIRE AGREEMENT

The exhibits listed and attached to this Combined Exhibits document, together with any referenced statements of work, purchase orders and the primary agreement between the parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals and representations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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 a party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be 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 most closely approximates the parties' intent.

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