Miscellaneous Function Contracts

MISCELLANEOUS FUNCTION CONTRACT

Effective Date:

Parties

Recitals

WHEREAS, Client Name: desires to engage Service Provider to perform services in connection with a function described herein; and

WHEREAS, Service Provider Name: represents that it possesses the experience, personnel, equipment and licenses necessary to provide the requested services; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services shall be provided.

Scope of Work

Service Provider will perform the services described below at the location and on the dates set forth in this Agreement. The services shall include, at minimum, the tasks, deliverables and specifications set forth in the Scope of Work field.

Payment Terms

Total Contract Amount: $

Deposit: $ due by .

Balance Due: $ payable on or before , unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at or the maximum permitted by law, and Client shall be responsible for reasonable collection costs and attorneys' fees.

Expenses: Client will reimburse Service Provider for approved out-of-pocket expenses reasonably incurred in connection with the performance of the Scope of Work, subject to prior approval when required by Client.

Term and Termination

Term Start Date: and Term End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice if a material breach is not cured within a reasonable period, or immediately if the breach is incapable of cure.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and any non-cancellable obligations properly entered into by Service Provider in furtherance of the Scope of Work.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including business plans, technical data, pricing, client lists, and other proprietary material, whether disclosed orally or in writing and identified at the time of disclosure as confidential or that a reasonable person would understand to be confidential.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to third parties except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) use Confidential Information only for the performance of this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally known to the public other than by breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of the other party's Confidential Information. Disclosure required by law or valid legal process shall not be a breach provided the disclosing party provides prompt notice to allow the other party to seek protective relief.

Liability and Indemnity

Indemnity: Each party shall defend, indemnify and hold harmless the other party from claims, liabilities, losses and expenses arising out of its negligence or willful misconduct in connection with this Agreement. Service Provider's liability for direct damages arising from performance of services shall be limited to the total fees paid by Client under this Agreement, except for liability resulting from gross negligence or willful misconduct.

Insurance & Compliance

Service Provider shall maintain insurance coverage customary for the services provided, including general liability and workers' compensation as required by law, and shall comply with all applicable permits, licenses and laws in performing the Scope of Work.

Governing Law

Entire Agreement; Amendments

This Agreement, including any attachments and written exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations and understandings. No amendment or modification shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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