Miscellaneous Filled SPOL

MISCELLANEOUS FILLED SPOL

Agreement Date:   Agreement No.:

Parties

Client Name:   Client Address:

Service Provider Name:   Provider Address:

RECITALS

WHEREAS, Client Name: desires to retain certain services to accomplish the objectives described herein; and

WHEREAS, Service Provider Name: represents that it has the requisite experience, personnel and resources to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Total Contract Price: $

Payment Schedule:

Invoicing: Service Provider shall submit written invoices to Client in accordance with the payment schedule. Invoices shall state services rendered, dates of performance, and amounts due. Client shall pay approved invoices within  days of receipt unless disputed in good faith and with written notice of dispute.

Late Payment: Unpaid amounts shall accrue interest at the rate of  per month (or the maximum rate permitted by applicable law, if less), calculated monthly and compounded. Client shall also be responsible for reasonable collection costs, including attorney fees.

TERM AND TERMINATION

Commencement Date:   Termination Date (if applicable):

Either party may terminate this Agreement for convenience upon  days' prior written notice to the other. Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for a period of 15 days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party (Discloser) to the other (Recipient), whether disclosed orally or in writing, 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, including but not limited to technical data, business plans, customer lists, pricing, and trade secrets.

Obligations: Recipient shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely for the performance of its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by Recipient; (b) was rightfully in Recipient's possession prior to disclosure by Discloser; (c) is independently developed by Recipient without reference to Discloser's Confidential Information; or (d) is rightfully obtained by Recipient from a third party without restriction.

Return or Destruction: Upon termination or upon Discloser's written request, Recipient shall promptly return or destroy all materials containing Confidential Information and certify in writing to Discloser that it has complied with this obligation, except to the extent retention is required by law or bona fide internal recordkeeping.

Remedies: The parties agree that monetary damages may be inadequate for any breach of this Confidentiality provision and that the non-breaching party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity. The obligations of confidentiality shall survive termination of this Agreement for a period of  years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

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. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located within that State.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or transfer its rights or 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 change of control.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture or agency between the parties.

NOTICES

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