Miscellaneous Ghost Document

MISCELLANEOUS GHOST DOCUMENT

This Miscellaneous Ghost Document (the "Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Provider is engaged in the business of providing creative, editorial and production services, and possesses personnel, processes and expertise suitable to perform confidential ghost services described in this Agreement; and

WHEREAS, Recipient desires to retain Provider to perform certain deliverables on a confidential basis and Provider is willing to perform such services under the terms and conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider shall perform services consisting of creative ghostwriting, editing, research, and related production tasks as expressly described below. Provider shall deliver the work product in accordance with the schedule and delivery requirements set forth in this Agreement.

PAYMENT TERMS

In consideration for the services rendered, Recipient shall pay Provider as follows:

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Recipient of obligation to pay for services properly rendered prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Provider and Recipient agree:

(a) to maintain Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information; (b) not to use Confidential Information for any purpose other than the performance of this Agreement; and (c) not to disclose Confidential Information to any third party except as expressly permitted in writing.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) is rightfully received from a third party without a duty of confidentiality; or (iii) is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise expressly agreed in writing, all original work product created by Provider specifically for Recipient under this Agreement (the "Work Product") will be deemed "work made for hire" and ownership shall vest in Recipient upon full payment. Provider retains the right to use non-confidential, de-identified techniques, general know-how and skills acquired in the performance of the services.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against losses, liabilities and expenses arising from third-party claims to the extent caused by the indemnifying party's breach of this Agreement, willful misconduct or gross negligence. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected below, without regard to its conflict of laws principles. The parties shall endeavor to resolve disputes in good faith through negotiation prior to pursuing any other remedy.

MISCELLANEOUS

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

Amendment: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

SIGNATURES

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