Miscellaneous ISO Evergreen

MISCELLANEOUS ISO EVERGREEN AGREEMENT

This Miscellaneous ISO Evergreen Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: (collectively, the Parties), effective as of the Effective Date set forth below.

RECITALS

WHEREAS, Service Provider specializes in providing the services and deliverables described in this Agreement and has represented its capability to perform such services; and

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

WHEREAS, the Parties intend this Agreement to renew automatically on an evergreen basis under the terms provided in the Term and Termination section unless terminated in accordance with this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The Parties agree that any material change in scope must be documented and signed by authorized representatives of both Parties prior to commencement of changed work.

PAYMENT TERMS

Fees: Client shall pay Service Provider a fee in the amount of $ for the services described herein, subject to adjustments as expressly agreed in writing.

Invoicing: Service Provider shall submit invoices to Client. Invoices are payable within days from receipt, unless otherwise agreed in writing. All payments shall be made in U.S. dollars unless otherwise specified.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus Service Provider's reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Effective Date: This Agreement shall commence on the Effective Date: and shall continue for the Initial Term ending on unless earlier terminated in accordance with this Agreement.

Evergreen Renewal: Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal periods of months each (each a Renewal Term), unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

Termination for Cause: Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Termination for Insolvency: Either Party may terminate immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or a petition in bankruptcy is filed by or against the other Party and is not dismissed within sixty (60) days.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one Party (Discloser) to the other (Recipient) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Recipient shall (a) maintain Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations hereunder; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through breach of this Agreement, (ii) was known to Recipient prior to disclosure, (iii) was rightfully received from a third party without restriction, or (iv) is independently developed without use of Discloser's Confidential Information.

Duration: The confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets where such obligations shall survive as long as permitted by applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

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.

Injunctive Relief: Each Party acknowledges that a breach of the confidentiality provisions or the misuse of intellectual property may cause irreparable harm for which monetary damages may be an inadequate remedy. The Parties agree that, in addition to any other remedies available at law or equity, the non-breaching Party may seek injunctive relief.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or statements of work attached hereto and any amendments 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, proposals, or representations, whether written or oral.

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as either Party may specify in writing pursuant to this section. Notices shall be deemed given upon personal delivery, two (2) business days after deposit with a nationally recognized overnight carrier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

ADDITIONAL TERMS

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