Miscellaneous EFS Packet

MISCELLANEOUS EFS PACKET

This Miscellaneous EFS Packet (the Agreement) is entered into by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

RECITALS

WHEREAS, Client desires to obtain electronic filing services and related administrative support described in this packet; and

WHEREAS, Service Provider represents that it possesses the necessary expertise, technical capacity and licensure to provide Electronic Filing Services (EFS) and ancillary tasks, subject to the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth the scope, payment, confidentiality and governing law provisions applicable to the services described in this packet.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional manner consistent with industry standards. The parties agree that the following description constitutes the primary scope of the services to be furnished under this Agreement, including any deliverables and milestones.

PAYMENT TERMS

Total Contract Amount: $

If any undisputed amount is not paid when due, Client shall pay a late fee of per month on the outstanding principal balance, and a fixed administrative charge of $ until paid. Acceptance of any late payment shall not constitute a waiver of any right to terminate for material breach.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. In the event of material breach by either party, the non-breaching party may terminate immediately upon written notice if the breach is not cured within days after written notice identifying the breach.

Upon termination for any reason, Service Provider shall deliver to Client all work product paid for and in progress, and Client shall pay Service Provider for all undisputed services performed through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other, whether oral, written or electronic, that is identified as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information includes business practices, technical methods, proprietary data, and any personal data received for filing on behalf of Client.

Each party agrees (a) to use Confidential Information solely for the performance of this Agreement; (b) to restrict disclosure to employees, contractors or agents who need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein; and (c) to take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

The parties agree that a breach of confidentiality may cause irreparable harm for which monetary damages would be inadequate and that the non-breaching party shall be entitled to seek injunctive or equitable relief in addition to any other remedy available at law or in equity.

COMPLIANCE AND RECORDS

Service Provider shall comply with applicable laws, rules and professional standards in performing services under this Agreement. Service Provider shall maintain accurate records relating to services performed and fees charged and shall make such records available for inspection by Client upon reasonable prior notice.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breaches of confidentiality, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period 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 conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments and documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

ATTACHMENTS AND CHECKLIST

The following items are attached and incorporated by reference as part of this packet. Check those provided:

Engagement Letter    Separate Confidentiality Agreement    Scope Appendix    Fee Schedule

REPRESENTATIONS AND ACKNOWLEDGMENTS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The individual signing below on behalf of each party represents that they are duly authorized to execute this Agreement.

Additional internal reference or purchase order number (if applicable):

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