Miscellaneous Individual Sheet

MISCELLANEOUS INDIVIDUAL SHEET

Parties and Identifying Information

This Miscellaneous Individual Sheet (the Agreement) is entered into effective as of (Effective Date), by and between Client Name: and Individual Name: .

WHEREAS

WHEREAS, Client requires certain services related to its business operations and seeks to engage the Individual to perform such services on the terms set forth herein; and

WHEREAS, the Individual represents that the Individual possesses the necessary skills, experience and qualifications to perform the services described in this Agreement and is willing to provide such services as an independent contractor;

WHEREAS, the parties desire to set out their respective rights and obligations with respect to the services, payment, confidentiality, term and termination, and other matters in a single written agreement.

Scope of Work

Payment Terms

Client shall pay the Individual for services performed in accordance with the following terms:

All fees are payable in United States currency unless otherwise agreed in writing. The Individual shall invoice Client in accordance with the payment schedule. Disputed amounts must be notified in writing within ten (10) days of receipt of invoice; undisputed amounts remain payable under the terms above.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and the breach is not cured within thirty (30) days after written notice.

Confidentiality

The Individual acknowledges that in the course of performing services the Individual may receive access to confidential or proprietary information of Client ("Confidential Information"). The Individual shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as authorized in writing by Client; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) exercise at least the same degree of care in protecting Confidential Information as the Individual uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall continue for a period of three (3) years following the termination or expiration of this Agreement, except for trade secrets which shall remain protected for as long as they constitute trade secrets under applicable law.

Representations; Independent Contractor

The Individual represents and warrants that the Individual has the full right and authority to enter into this Agreement and to perform the services. The parties acknowledge that the Individual is an independent contractor and not an employee of Client. The Individual shall be solely responsible for all taxes, insurance, benefits and other obligations arising from compensation paid under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if the parties mutually elect; otherwise, parties retain the right to seek relief in a court of competent jurisdiction.

Insurance and Indemnification

The Individual shall maintain insurance coverage appropriate to the services performed. The Individual agrees to indemnify, defend and hold harmless Client from and against any third-party claims arising from the Individual's gross negligence or willful misconduct in connection with services performed under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Client may assign to a successor by merger or sale of substantially all assets.

Acknowledgment

Each party acknowledges that it has read and understands this Agreement, that it has had the opportunity to seek independent legal counsel, and that it consents to be bound by its terms.

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