Miscellaneous LOE Final

MISCELLANEOUS LOE FINAL

This Letter of Engagement and Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform the services and deliverables described herein for the project identified as Project Reference: ; and

WHEREAS, Service Provider represents that it has the competency, personnel, and resources necessary to perform the services in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The description shall include tasks, milestones, deliverables, acceptance criteria, and any assumptions.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All amounts are in the agreed currency.

Any undisputed amount not paid within the invoice terms shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. Client shall also reimburse reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days following written notice. Either party may also terminate for convenience upon days' prior written notice to the other party. Upon termination, Client shall pay Service Provider for all work performed through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

Each party (the "Receiving Party") agrees to hold in confidence and not disclose any Confidential Information of the other party (the "Disclosing Party") except as permitted by this Agreement. "Confidential Information" means non-public information disclosed in any form and designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes generally available to the public without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure without obligation of confidentiality; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The obligations in this section shall continue for years following termination or expiration of this Agreement.

LIMITATIONS; WARRANTIES

Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. Exclusive venue for disputes arising under this Agreement shall lie in the courts located in that State.

ENTIRE AGREEMENT

This Agreement (including any exhibits or attachments incorporated by reference) constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses or contact persons provided by the parties. Notices shall be deemed given when received.

MISCELLANEOUS

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. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now