Miscellaneous Lovering Document

MISCELLANEOUS LOVERING DOCUMENT

This Miscellaneous Lovering Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Provider Name: ("Provider"). Client and Provider are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Client wishes to engage Provider to perform certain services relating to lovering, companionship coordination, and associated advisory tasks (the "Services"), and Provider possesses the qualifications, experience and ability to perform such Services on the terms set forth in this Agreement.

WHEREAS, the Parties desire to define the scope, payment terms, confidentiality obligations and other material terms governing their working relationship, and to set forth each Party's rights and responsibilities with respect to the Services.

WHEREAS, the Parties intend that this Agreement constitute a complete and binding statement of their agreement regarding the Services and related matters.

SCOPE OF WORK

Provider shall perform the Services as described in the detailed Scope of Work set forth below. Provider will use reasonable care, skill and professional judgment in performing the Services and will comply with any reasonable directions provided by Client that are consistent with this Agreement.

PAYMENT TERMS

Client shall pay Provider for the Services in accordance with the terms below. All fees are exclusive of applicable taxes, which shall be the responsibility of the Party required by applicable law to pay such taxes.

Invoices rendered by Provider are due and payable within days of receipt. If any amount due is not paid within such period, Client shall pay a late fee equal to the greater of (a) % per month on the overdue balance, or (b) a flat fee of $ after a grace period of days.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon giving written notice to the other Party at least days prior to the effective date of termination. In the event of a material breach by either Party that is not cured within thirty (30) days after written notice thereof, the non-breaching Party may terminate immediately.

CONFIDENTIALITY

"Confidential Information" means all non-public information, whether oral, written or electronic, that is disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, including but not limited to client lists, personal preferences, communications, and business affairs relating to the Services. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party, (b) was rightfully in the Receiving Party's possession prior to disclosure, or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) hold all Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as necessary to perform the Services and only under obligations of confidentiality no less protective than those herein, and (iii) use Confidential Information solely for the performance of its obligations under this Agreement. These obligations shall survive termination of this Agreement for a period of years.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence, willful misconduct or violation of law in connection with the performance of the Services. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for the resolution of disputes arising under this Agreement.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the other Party at the address set forth below (or such other address as a Party may designate in writing).

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any appendices and schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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