Miscellaneous Detachment Agreement

MISCELLANEOUS DETACHMENT AGREEMENT

RECITALS

WHEREAS, Client Name: (the "Client") operates certain business units, personnel and assets described herein; and

WHEREAS, Contractor Name: (the "Contractor") provides specialized services and agrees to accept the detachment of specified components of the Client's operations under the terms set forth below; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other terms applicable to the detachment and provisional transfer of responsibility for the items described in this agreement effective as of Effective Date: .

DEFINITIONS

For purposes of this Agreement, "Detachment Items" means the personnel, equipment, software, records and/or rights specifically identified in the Scope of Work and any attachments, and "Confidential Information" has the meaning set forth in the Confidentiality section below.

SCOPE OF WORK

Personnel    Equipment    Intellectual Property Rights limited to scope described    Business Records and Databases

PAYMENT TERMS

Total Fee: $ . Payment shall be made in accordance with the schedule below.

Deposit Amount: $ due upon execution. Final payment due within days of completion of the agreed detachment activities.

Late Fee: In the event payment is not received within the time specified, interest shall accrue at the rate of on outstanding amounts, plus reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Minimum Notice Period: days written notice prior to termination except for material breach where immediate termination may be effected consistent with this Agreement.

CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. Confidential Information shall include, without limitation, technical, operational, financial and personnel information, trade secrets, business plans and customer records disclosed in connection with the detachment. Confidential Information does not include information that is: (a) publicly available through no fault of the recipient; (b) already in the recipient's possession prior to disclosure; or (c) rightfully obtained from a third party without restriction.

Obligations: The receiving party shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information only to perform obligations under this Agreement; and (iii) restrict access to employees, agents and permitted subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality Duration: Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and reasonable costs (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts, willful misconduct or breach of this Agreement, except to the extent caused by the indemnified party's own negligence or willful misconduct.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses specified above by hand, certified mail (return receipt requested) or nationally recognized overnight courier, and shall be effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration administered in accordance with mutually agreed procedures, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any attachments and schedules expressly incorporated herein, 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 shall be effective unless in writing and signed by authorized representatives of both parties.

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, acquisition or sale of substantially all of its assets upon written notice.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the parties' intent.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and facsimile or electronic signatures shall be treated as originals for all purposes.

Sign Now