Miscellaneous March-April Document

MISCELLANEOUS MARCH-APRIL AGREEMENT

Client Name:

Service Provider Name:

Effective Date:   Agreement Reference / Project:

RECITALS

WHEREAS, Client is engaged in the business described as the provision, coordination or oversight of the project identified above and desires to retain the Service Provider to perform certain services on the terms and conditions set forth herein;

WHEREAS, Service Provider represents that it has the necessary qualifications, experience, and personnel to perform the services described in this Agreement and agrees to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, compensation and confidentiality applicable to the engagement.

SCOPE OF WORK

Service Provider shall perform the services, tasks and deliverables described below in a professional and workmanlike manner consistent with industry standards. The parties agree that the following description constitutes the agreed Scope of Work:

PAYMENT TERMS

Compensation for the services rendered under this Agreement shall be as set forth below.

Payment is due within days of invoice receipt unless otherwise agreed in writing. Invoices shall set forth the work performed and expenses incurred.

A late fee of will be applied to any unpaid balance after the payment due date. The late fee is a reasonable pre-estimate of damages and not a penalty.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to (i) use Confidential Information solely to perform its obligations under this Agreement; and (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

The obligations of confidentiality shall continue for a period of years from the date of disclosure, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts located in that State.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or similar corporate transaction.

Independent Contractor: Service Provider shall perform services as an independent contractor and not as an employee, agent or partner of Client. Service Provider shall be responsible for all taxes and employment obligations arising from compensation paid under this Agreement.

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