Miscellaneous ICA MC Document

MISCELLANEOUS ICA MC DOCUMENT

This Miscellaneous Independent Contractor Agreement (the Agreement) is entered into by and between Client Name: and Contractor Name: . Effective Date:

WHEREAS

WHEREAS, Client requires certain professional services and expertise for projects described herein and desires to engage Contractor to render such services on the terms and conditions set forth in this Agreement;

WHEREAS, Contractor represents that Contractor has the qualifications, experience and ability to perform the services described in this Agreement in a timely and professional manner;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance of such services and the payment therefor.

SCOPE OF WORK

Contractor shall perform the services described above in a professional, workmanlike manner consistent with industry standards. Contractor shall provide all labor, materials, equipment and supervision necessary to complete the services unless otherwise agreed in writing.

PAYMENT TERMS

Invoices shall be submitted by Contractor in accordance with the payment schedule. Unless otherwise agreed in writing, amounts invoiced are due within the number of days specified above from receipt of invoice. Late payments shall accrue interest as set forth below.

Interest on overdue amounts shall accrue at the rate identified above, calculated monthly, or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the number of days specified above. Either party may terminate immediately for material breach if such breach remains uncured for a period of fifteen (15) days after receipt of written notice specifying the breach. Termination will not relieve Client of the obligation to pay Contractor for services performed and expenses incurred up to the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence and not use or disclose to any third party any Confidential Information of the other party (the Disclosing Party), except as required to perform under this Agreement or as required by law. "Confidential Information" means non-public business, technical and financial information, but does not include information that (i) is or becomes publicly available through no breach by the Receiving Party; (ii) was rightfully in Receiving Party's possession prior to receipt; or (iii) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall return or destroy all Confidential Information of the Disclosing Party upon termination or earlier upon request. The parties agree that any breach of this confidentiality obligation may cause irreparable harm and that the Disclosing Party shall be entitled to injunctive relief in addition to any other remedies at law or in equity.

INDEMNIFICATION AND LIABILITY

Contractor shall indemnify and hold harmless Client from and against any third-party claims, losses or liabilities arising out of Contractor's gross negligence or willful misconduct in performing the services. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental or punitive damages. The parties' aggregate liability for direct damages under or in connection with this Agreement shall not exceed the total fees paid or payable by Client to Contractor under this Agreement during the six (6) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for the resolution of disputes.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

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

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given upon personal delivery, confirmed delivery by courier, or three (3) days after deposit in the mail when sent by certified mail, postage prepaid, to the addresses provided by the parties.

Independent Contractor Relationship: The parties acknowledge and agree that Contractor is an independent contractor and not an employee, partner or agent of Client. Contractor shall be solely responsible for all taxes, withholdings and other statutory obligations of any sort.

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