Miscellaneous Document for Galina Garit

MISCELLANEOUS AGREEMENT FOR GALINA GARIT

This Miscellaneous Agreement (the "Agreement") is entered into as of Effective Date: by and between:

Party A Name: Galina Garit

Party A Address:

Party B Name:

Party B Address:

RECITALS

WHEREAS, Party A possesses certain expertise, materials, or rights identified herein and desires to retain Party B to perform services and/or provide deliverables on the terms set forth in this Agreement; and

WHEREAS, Party B represents that it has the qualifications, experience, and ability to perform the Scope of Work described below and is willing to perform such work for Party A under the terms and conditions of this Agreement;

WHEREAS, the parties wish to set forth their entire agreement regarding the subject matter hereof and to supersede any prior oral or written agreements between them;

SCOPE OF WORK

PAYMENT TERMS

If any amount due under this Agreement is not paid when due, interest shall accrue at the lesser of: per month or the maximum rate permitted by applicable law. In addition, the non‑defaulting party may suspend performance after providing written notice and a ten (10) calendar day opportunity to cure.

TERM AND TERMINATION

Commencement Date:    Termination Date:

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use for any purpose other than performance of its obligations under this Agreement the confidential information of the other party (the "Disclosing Party"), except information that: (a) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information; or (d) is rightfully obtained by the Receiving Party from a third party not under an obligation of confidentiality. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets which shall survive for so long as such information qualifies as a trade secret under applicable law.

Compelled Disclosure: If the Receiving Party is required by law or valid process to disclose confidential information, the Receiving Party shall (to the extent legally permitted) provide prompt written notice to the Disclosing Party and cooperate reasonably with any effort by the Disclosing Party to obtain a protective order to limit disclosure.

INDEPENDENT CONTRACTOR; ASSIGNMENT

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties. Neither party shall have authority to bind the other except as expressly set forth in this Agreement.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer to an affiliate provided the assignee assumes all obligations under this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall not exceed the total fees paid or payable by Party A to Party B under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. In no event shall either party be liable for consequential, incidental, special, punitive or exemplary damages.

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 law principles. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in that state.

ENTIRE AGREEMENT; AMENDMENT

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

SURVIVAL

The rights and obligations of the parties that by their nature survive termination or expiration of this Agreement, including but not limited to confidentiality, indemnification, limitation of liability, and governing law provisions, shall survive such termination or expiration.

NOTICES

ADDITIONAL PROVISIONS

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. No waiver of any breach or right under this Agreement shall be effective unless in writing signed by the party waiving such breach or right.

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