Miscellaneous Materials Unconditional Form

MISCELLANEOUS MATERIALS UNCONDITIONAL FORM

Date of Agreement:

Parties

Recitals

WHEREAS, Provider Name: is the creator, owner or lawful possessor of certain tangible and intangible materials described below (the "Materials");

WHEREAS, Recipient Name: desires to receive the Materials and Provider is willing to transfer the Materials unconditionally on the terms set forth herein;

WHEREAS, the parties intend that delivery and transfer of the Materials be unconditional, transferring title as specified below and that this Agreement memorializes the parties' mutual understandings.

Scope of Work

Description of Services and Obligations:

Materials

Materials Description:

The parties acknowledge and agree that the transfer of Materials under this Agreement is unconditional and effective upon delivery, except as expressly stated in writing. Provider expressly transfers all right, title and interest in the Materials to Recipient, subject only to the limited rights reserved in writing below.

Materials transferred "AS IS" with no representations or warranties except for title conveyed by Provider.
Provider provides the limited warranties described in the Scope of Work section and no others.

Payment Terms

Invoices issued by Provider are due according to the Payment Schedule. Past due amounts shall accrue the Late Payment Fee above until paid. All payments shall be made in lawful money of the United States unless the parties agree otherwise in writing.

Term and Termination

Effective Date:    Term End Date:

Either party may terminate this Agreement upon providing written notice to the other party in accordance with the notice period above. Termination does not relieve either party of obligations accrued prior to the effective termination date, including payment obligations or transfer of Materials already delivered.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is publicly known, rightfully received from a third party, or independently developed without use of the other's Confidential Information.

Representations, Warranties and Indemnity

Provider represents and warrants that it has the right to transfer the Materials and, except as expressly stated in this Agreement, Provider makes no other representations or warranties, express or implied. Recipient shall indemnify and hold Provider harmless from claims arising out of Recipient's use of the Materials after transfer, except to the extent caused by Provider's breach of the express warranties set forth in this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Entire Agreement

This Agreement 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 oral or written. Any amendment to this Agreement must be in writing and signed by both parties.

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) by personal delivery, certified mail, or a nationally recognized courier service and shall be effective upon receipt.

Execution

The individuals signing below represent and warrant that they are authorized to bind their respective parties to this Agreement.

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