Miscellaneous GK Log Form

MISCELLANEOUS GK LOG FORM

This General Business Agreement and accompanying GK Log (the "Agreement") is made as of by and between the parties identified below.

WHEREAS

WHEREAS, Client seeks to retain Provider to perform certain services and to maintain a contemporaneous log of GK events, entries and actions as further defined below; and

WHEREAS, Provider represents that it has the necessary expertise, personnel and systems to perform the services and to maintain the GK Log in a manner that preserves record integrity and confidentiality; and

WHEREAS, the parties desire to set forth the terms, payment, confidentiality and governing law for their relationship and for the maintenance and use of the GK Log.

SCOPE OF WORK

Provider shall maintain the GK Log as an auditable record of events, entries and actions relevant to the services. The GK Log entries shall include date and time, unique entry identifier, detailed description of the event or action, corrective action taken (if any), and the initials of the person making the entry. The GK Log shall be retained in electronic or physical form as agreed and shall be produced to Client upon reasonable request consistent with confidentiality provisions below.

GK LOG ENTRIES

The following space is provided for GK Log entries. Each entry must be completed contemporaneously. Additional sheets may be attached and shall be incorporated into this Agreement by reference.

PAYMENT TERMS

Unless otherwise agreed in writing, failure to pay any undisputed invoice within the scheduled payment period shall entitle Provider to charge the agreed late fee and to suspend services following ten (10) days' prior written notice.

TERM AND TERMINATION

This Agreement shall commence on and shall remain in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination for convenience by either party requires the same notice period and payment of all accrued amounts through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in strict confidence all Confidential Information disclosed by the other party, shall use such Confidential Information solely for the performance of this Agreement, and shall not disclose Confidential Information to any third party except to those employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

For purposes of this Agreement, "Confidential Information" includes the GK Log contents, business and technical information, and any personal data. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party without use of Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located within that state unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, together with any attachments or referenced schedules (including any attached GK Log pages), 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. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

The parties certify that the information recorded in the GK Log is true and accurate to the best of their knowledge and that the individuals completing log entries are authorized to do so.

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