Miscellaneous Docusign Package

MISCELLANEOUS DOCUSIGN PACKAGE

Effective Date:

Parties

Recitals

WHEREAS, Party A is engaged in the business and possesses the expertise, services, or deliverables described in this Agreement; and

WHEREAS, Party B desires to retain Party A to provide certain services and deliverables, and Party A agrees to provide such services subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Scope of Work

The services, deliverables, milestones, and acceptance criteria to be provided by Party A to Party B are described below. Party A shall perform the services in a professional manner consistent with industry standards.

Payment Terms

Compensation. Party B shall pay Party A the total fee set forth below in consideration for the services described in the Scope of Work.

Invoices shall be submitted in writing by Party A to Party B in the manner specified above. Payment is due within days of receipt of a properly rendered invoice.

Any past-due amount shall accrue interest at the rate of % per month (or the maximum rate permitted by law), together with all costs of collection, including reasonable attorneys' fees.

Term and Termination

Term. This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Termination for Convenience. Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination.

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 thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition. "Confidential Information" means all non-public, proprietary, or confidential information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, in writing, or by inspection of tangible objects, 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.

Obligations. The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) not use Confidential Information except to perform its obligations or exercise its rights under this Agreement. The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions. Confidential Information does not include information that (i) is or becomes generally available to the public without breach of this Agreement by the Receiving Party; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party as shown by the Receiving Party's written records; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Representations and Warranties; Indemnification

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform this Agreement. Party A further represents that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of its confidentiality or indemnification obligations, neither party shall be liable to the other for special, incidental, consequential, punitive or exemplary damages, and each party's aggregate liability shall be limited to the total fees paid or payable under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

Entire Agreement; Amendment

This Agreement 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 oral or written. No amendment or modification shall be binding unless in writing and signed by both parties.

Miscellaneous

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 to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

Notices. All notices and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify by notice in accordance with this section.

Signature

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