Miscellaneous Filing Document

MISCELLANEOUS FILING DOCUMENT

This Miscellaneous Filing Document (the Agreement) is entered into as of Effective Date: by and between Party A Name: , Address: ; and Party B Name: , Address: .

Recitals

WHEREAS, Party A is engaged in the business of preparing, filing, and managing administrative filings and related deliverables and has represented the capacity to provide the services described herein; and

WHEREAS, Party B requires miscellaneous filing services and wishes to engage Party A to perform such services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the specific filing project identified as Filing Reference: .

Scope of Work

The services to be provided shall include preparation, review, submission, and related correspondence necessary to complete the filing activity identified above. Party A shall perform the services in a timely and workmanlike manner consistent with applicable professional standards.

Payment Terms

All fees are due in accordance with the Payment Schedule. Unpaid amounts shall accrue interest at the rate set forth in the Late Payment field above, and the defaulting party shall be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

Term Start Date:     Term End Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party in accordance with the Notice Period for Termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach.

Confidentiality

Each party shall hold in confidence all nonpublic information disclosed by the other party 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 ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was rightfully known to the receiving party prior to disclosure, or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party agrees to use Confidential Information solely for the purposes of performing its obligations under this Agreement and to take reasonable measures to protect Confidential Information from unauthorized disclosure. Upon termination or expiration of this Agreement, the receiving party shall return or destroy the disclosing party's Confidential Information as directed.

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 law rules.

Entire Agreement

This Agreement, together with any exhibits or schedules attached and any statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendments or modifications to this Agreement must be made in writing and signed by authorized representatives of both parties.

Additional Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer of control.

Remedies: Except as otherwise provided herein, the remedies provided in this Agreement shall be cumulative and in addition to any other remedies available at law or in equity.

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