Miscellaneous DocuSign Certificate

MISCELLANEOUS DOCUSIGN CERTIFICATE AND SERVICE AGREEMENT

Client Name:    Provider Name:

Client Address:

Provider Address:

RECITALS

WHEREAS, Client and Provider desire to enter into an agreement pursuant to which Provider will perform the services described herein and Client will compensate Provider in accordance with the Payment Terms below; and

WHEREAS, this Agreement shall be effective as of the Effective Date: and copies of documents executed electronically via DocuSign shall be accompanied by the electronic signature certificate information recorded herein.

WHEREAS, the parties intend that this instrument, together with any electronic signature certificate attached or incorporated by reference, shall constitute a binding and enforceable record of the parties' mutual obligations.

SCOPE OF WORK

Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The parties may attach additional task orders or statements of work which will be incorporated into this Agreement by reference.

PAYMENT TERMS

Payments not received within thirty (30) days of invoice shall bear the late fee specified above and may result in suspension of services until all outstanding amounts are paid. Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees and court costs.

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 delivered at least prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (Discloser) except as expressly permitted by this Agreement. "Confidential Information" includes nonpublic information disclosed in any form relating to business operations, pricing, technical data, trade secrets, and customer information.

Obligations of confidentiality do not apply to information that is (a) already known to Recipient at the time of disclosure as demonstrated by written records, (b) becomes publicly available through no breach of this Agreement, (c) is received from a third party without restriction, or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

I acknowledge the confidentiality obligations set forth above:

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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any exhibits and electronic signature certificate information 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 oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

DOCUSIGN ELECTRONIC SIGNATURE CERTIFICATE

The parties acknowledge and agree that the signatures executed by electronic means and evidenced by an electronic signature certificate (the "Certificate") are intended to have the same force and effect as originals. The following information is recorded for the electronic execution of this Agreement and related documents.

Certificate Issuer Name:    Issuer Title:

The Certificate affirms that the recorded electronic signature events and metadata are true and accurate to the best of the Certificate Issuer's knowledge, and that such records were generated contemporaneously with the signing events and were retained in the ordinary course of electronic records management.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. Waiver: No failure or delay in exercising any right shall operate as a waiver. Assignment: Neither party may assign this Agreement without the prior written consent of the other except to an affiliate or in connection with a change of control.

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

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