Miscellaneous Elefant Traks

MISCELLANEOUS ELEFANT TRAKS AGREEMENT

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

Provider Name:    Provider Address:

Client Name:    Client Address:

RECITALS

WHEREAS, Provider Elefant Traks is engaged in the business of providing creative production, consulting, and auxiliary services as set forth in this Agreement; and

WHEREAS, Client desires to retain Provider to perform certain services for Client on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the services and compensation.

SCOPE OF WORK

Provider shall perform the services described below and any ancillary tasks reasonably necessary to achieve the stated deliverables. Provider will perform services as an independent contractor and not as an employee of Client.

Target Completion Date:

PAYMENT TERMS

Client shall pay Provider as follows. All amounts are in lawful currency unless otherwise stated.

Invoices shall be rendered in accordance with the payment schedule and are due within days of invoice date. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is lower.

Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in performance of the services upon submission of reasonable documentation.

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 days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for days after written notice of such breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Sections relating to confidentiality, indemnification, payment of accrued fees and governing law shall survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is identified as confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) protect it with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose it to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to disclosure; (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 the Disclosing Party's Confidential Information.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute relating to this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to a successor in connection with a sale of all or substantially all of its assets.

Independent Contractor: Provider is an independent contractor and not an employee, partner or joint venturer of Client. Provider is solely responsible for all taxes, withholdings and other statutory or regulatory obligations of any sort.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices shall be effective upon receipt.

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