Miscellaneous CoS & Section Agreement

MISCELLANEOUS CoS & SECTION AGREEMENT

This Miscellaneous CoS & Section Agreement (the Agreement) is entered into as of by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client engages Provider to perform certain services and to coordinate certain sections, deliveries, or procedures described in this Agreement, including but not limited to administration of sections of work and certificates of service (CoS); and

WHEREAS, Provider has the capacity, experience, and resources to furnish the services and to prepare, deliver, or certify sections and CoS documents as specified in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions governing Provider’s performance, compensation, confidentiality obligations, and other rights and remedies.

SCOPE OF WORK

Provider shall perform the services described below and shall prepare any required certificates of service or sectional documentation in accordance with the terms set forth herein.

PAYMENT TERMS

As full consideration for the complete and satisfactory performance of the Scope of Work, Client shall pay Provider the amounts and in the manner set forth in this section.

TERM AND TERMINATION

This Agreement shall commence on the Start Date set forth below and shall continue in effect until the End Date unless earlier terminated as provided in this section.

CONFIDENTIALITY

Each party (Recipient) acknowledges that, in the performance of this Agreement, it may receive Confidential Information of the other party (Discloser). Recipient 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 not less than reasonable care; (b) use Confidential Information solely for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of Recipient; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed by Recipient without reference to Discloser’s Confidential Information. Recipient may disclose Confidential Information as required by law or lawful process, provided Recipient gives Discloser prompt notice and cooperates in any attempt to limit or protect such disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in the governing state, subject to the parties' rights to seek injunctive relief where appropriate.

ENTIRE AGREEMENT

This Agreement, including its attachments and schedules if any, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Relationship of the parties: Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all assets.

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