Miscellaneous MC CR Document

MISCELLANEOUS MC CR DOCUMENT

This Miscellaneous MC CR Document (the Agreement) is entered into effective as of (Effective Date) by and between:

RECITALS

WHEREAS, Client engages Contractor to perform certain services and deliverables described herein and Contractor agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, term and termination provisions, confidentiality obligations, and other material terms applicable to their relationship in a single, written agreement.

WHEREAS, this Agreement may serve as a master contract and may be supplemented by written change requests or statements of work signed by both parties in accordance with the amendment provisions below.

SCOPE OF WORK

Contractor shall provide the services, deliverables, and performance described below (collectively, the Services). The Services shall be performed in a professional manner consistent with industry standards and in accordance with any schedules agreed in writing.

PAYMENT TERMS

Client shall pay Contractor the amounts set forth below in consideration for the Services. Unless otherwise provided, all payments shall be made in United States dollars and are exclusive of taxes for which the Client is responsible.

Invoices shall be due and payable within days of receipt. A late fee of % per month (or the maximum lawful rate, if less) shall accrue on overdue amounts. Client is responsible for all reasonable costs of collection, including attorneys' fees, for delinquent accounts.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of days after written notice specifying the breach. Either party may terminate without cause upon thirty (30) days' prior written notice. Termination does not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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. Confidential Information includes, without limitation, business plans, technical data, pricing, customer lists, and trade secrets.

Each party shall (a) use Confidential Information only for the performance of its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees and agents with a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is: (i) publicly available through no fault of the receiving party; (ii) rightfully received from a third party without breach of any obligation of confidentiality; (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law or valid court order (provided the receiving party gives prompt notice to the disclosing party where legally permissible).

The confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets, which shall remain confidential for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes amicably prior to initiating litigation. If litigation is necessary, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in the agreed state.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, together with any written statements of work or change orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Amendments: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the person signing on its behalf is authorized to bind the party.

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