Miscellaneous Individual Services Agreement

MISCELLANEOUS INDIVIDUAL SERVICES AGREEMENT

This Miscellaneous Individual Services Agreement (the "Agreement") is made and entered into as of by and between Service Provider: and Client Name: .

RECITALS

WHEREAS, Service Provider is experienced and qualified to perform the services described in this Agreement and represents that the services will be performed in a professional and workmanlike manner in accordance with industry standards; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth herein, and Service Provider is willing to provide such services pursuant to this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described below. The parties agree that the Scope of Work may be amended only by a written statement signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider for the services described above in accordance with the following compensation structure.

Service Provider shall submit invoices to Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Disputed portions of any invoice shall be notified to Service Provider in writing within ten (10) days of receipt.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for fifteen (15) days after written notice of breach, or immediately for cause in the event of gross negligence or willful misconduct.

CONFIDENTIALITY

For the purpose of this Agreement, "Confidential Information" means information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Service Provider and Client each agree to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees or agents who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidential Information shall not include information that is: (i) already known to the receiving party at the time of disclosure; (ii) or becomes publicly available through no fault of the receiving party; (iii) rightfully received from a third party without restriction; or (iv) independently developed without use of the disclosing party's Confidential Information. Upon termination of this Agreement, each party shall return or destroy the other party's Confidential Information upon request.

INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider is an independent contractor and shall have no authority to bind Client. Nothing in this Agreement shall be construed to create an employment, joint venture, partnership, or agency relationship. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory or contractual obligations of an independent contractor.

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Client may assign to an affiliate or successor in interest in connection with a merger or sale of substantially all of its assets.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in any deliverables created specifically for Client under this Agreement, and Service Provider waives all moral rights to the extent permitted by law. Service Provider shall retain ownership of any pre-existing intellectual property and tools used to perform the services, provided that Client is granted a non-exclusive, non-transferable license to use any such pre-existing materials only to the extent incorporated into the deliverables.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS AND LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier and shall be effective upon receipt.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties below without regard to conflict of law principles. The parties may specify a choice of law below.

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be made in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate and that injunctive relief may be an appropriate remedy for any breach of the Confidentiality or Intellectual Property provisions.

Sign Now