Miscellaneous Estate Contract

MISCELLANEOUS ESTATE CONTRACT

This Miscellaneous Estate Contract (the "Agreement") is made effective as of by and between:

Parties

Recitals

WHEREAS, decedent named passed away on , leaving certain real and/or personal property comprising the Estate; and

WHEREAS, the Estate Representative is authorized to engage third parties to perform services necessary for the preservation, management, disposition, or administration of Estate assets; and

WHEREAS, the Service Provider represents that it has the experience and capability to perform the services described below and the parties desire to set forth their respective rights and obligations in this Agreement.

Scope of Work

The Service Provider shall provide the following services in connection with the Estate (collectively, the "Services"):

Services shall include timely performance, documentation of work performed, and provision of invoices and supporting documentation reasonably requested by the Estate Representative. Any material change to the Scope of Work requires prior written approval signed by both parties.

Payment Terms

Compensation: The Estate shall pay the Service Provider a fee equal to for the Services, subject to the schedule below.

Payment Schedule: Payments shall be made as follows:

Invoicing: Provider shall submit invoices itemizing services performed and expenses incurred. The Estate Representative shall pay undisputed amounts within days of receipt of a proper invoice.

Late Payment: Any undisputed amount not paid within the foregoing period shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. The Estate shall also be responsible for reasonable collection costs and attorneys' fees incurred by the Provider in collecting past due amounts.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective date of termination. Upon termination for convenience, the Estate shall pay Provider for Services performed and reimbursable expenses incurred through the effective termination date.

Termination for Cause: Either party may terminate this Agreement immediately for material breach if the breaching party fails to cure the breach within ten (10) days of receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") relating to the Estate, decedent, beneficiaries, financial affairs, valuations, bids, and contractor pricing. Confidential Information does not include information that (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to the disclosure; or (c) is rightfully received by the Receiving Party from a third party without restriction on disclosure.

Obligation: The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound to confidentiality obligations no less protective than those contained herein, and (iii) use Confidential Information only for the purposes of performing under this Agreement.

Required Disclosure: If a Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party prompt written notice and reasonably cooperate with any efforts by the Disclosing Party to obtain protective relief.

Indemnification and Insurance

Indemnification: The Service Provider shall indemnify, defend, and hold harmless the Estate Representative and the Estate from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Provider's negligence, willful misconduct, or breach of this Agreement, except to the extent such claims arise from the Estate Representative's gross negligence or willful misconduct.

Insurance: The Provider shall maintain at its expense during the Term general liability and, where applicable, professional liability insurance in commercially reasonable amounts and shall provide evidence of such insurance upon request.

Notices

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and sent to the addresses set forth below or to such other address as a party may designate by notice to the other in accordance with this section.

Governing Law; Entire Agreement

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.

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

General Provisions

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other, except that the Estate Representative may assign to a successor personal representative or administrator.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the parties' intent.

Waiver: No waiver of any term or condition of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. A waiver of any breach shall not operate as a waiver of any subsequent breach.

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