Miscellaneous Form TR-52

MISCELLANEOUS FORM TR-52

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Party A Name: desires to retain Party B to perform certain business services described in this Agreement;

WHEREAS, Party B Name: represents that it has the professional capability, personnel and resources necessary to perform such services;

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

Scope of Work

Party B shall perform the services described below for Party A. The services to be performed, deliverables, milestones and acceptance criteria shall be as set forth in the description field. Party B shall perform in a professional, workmanlike manner and in accordance with industry standards.

Payment Terms

In consideration for the services rendered by Party B, Party A shall pay the fees set forth below. All fees are exclusive of applicable taxes unless otherwise stated. Party B shall submit invoices in accordance with the invoicing provisions, and Party A shall remit payment in accordance with the schedule below.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): days prior to termination. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days after written notice, or immediately for insolvency or unauthorized assignment.

Confidentiality

Each party (the "Recipient") shall keep confidential all non-public information disclosed by the other party (the "Discloser") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Recipient shall not use or disclose Confidential Information except as necessary to perform its obligations hereunder. Confidential Information does not include information that: (a) is or becomes generally known without breach of this Agreement; (b) is rightfully received from a third party without breach of obligation; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives Discloser prompt written notice and cooperates to limit disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against claims arising out of the indemnifying party's gross negligence or willful misconduct in performance of its obligations under this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification shall be binding unless executed in writing by authorized representatives of both parties.

Signatures

Sign Now