Miscellaneous DERF Form

MISCELLANEOUS DERF FORM

Parties and Effective Date

This Miscellaneous DERF Form (the Agreement) is made effective as of between:

WHEREAS Recitals

WHEREAS, Client Name: desires to retain Service Provider Name: to perform certain services described herein; and

WHEREAS, the parties wish to set forth the terms and conditions under which the services shall be performed and compensated;

WHEREAS, this DERF (Document, Exchange, Reimbursement or Functional) record will document agreed business terms, responsibilities, and confidentiality requirements applicable to the engagement.

Scope of Work

The Service Provider shall perform the services described below in a professional manner in accordance with industry standards. The parties agree the scope may be amended only by written, signed amendment to this Agreement.

Payment Terms

Compensation for services will be paid in accordance with the selected fee arrangement below. The parties agree that any expense reimbursement must be documented and pre-approved in writing.

Fixed fee    Hourly rate

Late payments shall accrue interest at per month on overdue amounts, or the maximum rate permitted by law if lower. Additionally, Client agrees to reimburse reasonable collection costs and attorneys' fees for past-due sums.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice of to the other party. Termination for cause may be immediate for material breach if the breaching party fails to cure within after receipt of notice.

Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated confidential or which a reasonable person would understand to be confidential. Each party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (ii) use Confidential Information only for performance under this Agreement.

The foregoing obligations shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without the use of the disclosing party’s Confidential Information.

Upon termination or written request, receiving party shall return or destroy proprietary materials and certify destruction upon request.

By checking, the signer acknowledges receipt of the Confidentiality provisions and agrees to be bound.

Representations; Compliance

Each party represents and warrants that it has full corporate or organizational power and authority to enter into and perform its obligations under this Agreement, and that performance will comply with applicable laws and regulations.

Governing Law; Dispute Resolution

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 agree that disputes will first be subject to good faith negotiation between senior representatives, and if unresolved, to binding arbitration before a panel in the governing state, unless otherwise mutually agreed in writing.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses below (or such other addresses as the parties may designate in writing). Notices are effective upon delivery if delivered personally or by confirmed electronic transmission, or three days after mailing by certified mail.

Execution

This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Electronic signatures and scanned signatures have the same effect as originals.

Sign Now