Miscellaneous Inkind Agreement

MISCELLANEOUS INKIND AGREEMENT

Agreement Date:

Parties

Recitals

WHEREAS, Donor is willing to provide certain goods and/or services in kind to Recipient for the mutual benefit of the parties and to further the Recipient’s programs and operations; and

WHEREAS, Donor represents that the in-kind contribution described in this Agreement is owned by Donor or that Donor has the authority to contribute the item or service and that such contribution will not infringe the rights of any third party;

WHEREAS, Recipient agrees to accept, use, and, if applicable, acknowledge the in-kind contribution under the terms set forth herein.

Scope of In-Kind Contribution

Donor agrees to provide the following goods and/or services to Recipient (the "In-Kind Contribution"):

Payment Terms / Valuation

The parties acknowledge that the Contribution is non-cash. For accounting and record purposes, the parties agree the estimated fair market value of the Contribution is:

Delivery Schedule and Acceptance Procedure:

Late Delivery / Failure to Provide: If Donor fails to deliver the Contribution by the agreed delivery date, Donor shall be liable for a late fee equal to:

Taxes and Donor Acknowledgement: Donor is solely responsible for any taxes, shipping, insurance, or costs incurred in transferring the Contribution, unless otherwise agreed in writing.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the effective termination date. Termination for cause may be effected immediately upon written notice following a material breach that is not cured within 10 days after written notice of such breach.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidentiality obligations shall not apply to information that (i) is or becomes publicly known through no breach, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of Confidential Information, or (iv) is required to be disclosed by law or court order, provided the disclosing party gives prompt notice and cooperates in any protective action.

Receiving party shall use Confidential Information only for the performance of its obligations under this Agreement and shall take reasonable measures to protect confidentiality, not less than those it uses to protect its own similar information.

Indemnification and Liability

Donor shall defend, indemnify and hold harmless Recipient and its officers, directors, employees and agents from and against any third-party claim, loss, damage or expense (including reasonable attorneys' fees) arising out of Donor's breach of any representation, warranty or covenant contained in this Agreement or out of the contribution of goods or services that infringe third-party intellectual property or violate applicable law.

Except for liability resulting from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

Notices

Notices required under this Agreement shall be in writing and delivered to the addresses below:

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 laws principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, disputes shall be resolved in the courts located in the county of the governing state.

Entire Agreement; Amendments

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

Miscellaneous Provisions

Relationship of Parties: The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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

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