Miscellaneous Counter Version

MISCELLANEOUS COUNTER VERSION

This Miscellaneous Counter Version (the Agreement) is entered into between:

RECITALS

WHEREAS, Client and Service Provider previously negotiated terms for certain services and have exchanged a proposed agreement and related documents (the Proposed Agreement); and

WHEREAS, Service Provider submitted a counteroffer to the Proposed Agreement and the parties intend for this document to constitute a binding counter version reflecting agreed revisions to the Proposed Agreement; and

WHEREAS, the parties intend that the terms set forth below shall govern the performance of services and supersede conflicting provisions of prior negotiations to the extent expressly stated herein.

EFFECTIVE DATE

The effective date of this Counter Version is (the Effective Date).

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties acknowledge that the specific deliverables, milestones, and acceptance criteria are set forth as follows:

COUNTER TERMS

The following provisions modify, supplement, or replace portions of the Proposed Agreement as indicated. In the event of any inconsistency, the terms of this Counter Version control.

PAYMENT TERMS

As consideration for the services rendered under this Agreement, Client shall pay Service Provider in accordance with the schedule and amounts set forth below.

Invoices shall be rendered to Client in writing and payable within days of receipt unless otherwise stated. Overdue amounts shall accrue a late fee equal to % per month, or the maximum permitted by law, together with all reasonable costs of collection.

TERM AND TERMINATION

This Agreement commences on the Start Date below and continues until the End Date below unless earlier terminated in accordance with this Section.

Start Date:     End Date:

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to those employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations do not extend to information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. A party may disclose Confidential Information when required by law, provided it gives prompt written notice and cooperates in any lawful effort to limit disclosure.

The obligations in this Section survive termination of this Agreement for a period of five (5) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held 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 to an affiliated entity or in connection with a merger or sale of substantially all assets.

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