Miscellaneous MCR Packet

MISCELLANEOUS MCR PACKET

Parties

Corporation LLC Individual Other

Corporation LLC Individual Other

Recitals

WHEREAS, Client Name: (the "Client") desires to retain the Provider to perform certain services described herein; and

WHEREAS, Service Provider Name: (the "Provider") represents that it has the experience, personnel and capacity to perform the services set forth in this Packet; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform the work described in the Scope of Work section below.

Scope of Work

Payment Terms

Total Fee: payable in accordance with the schedule below. Unless otherwise specified, amounts are stated in U.S. dollars.

Invoicing: Provider shall submit invoices to Client at the intervals set forth above. Payments are due within days of receipt of an undisputed invoice. Any disputed portion must be notified in writing within the payment period and the undisputed portion shall remain due.

Late Payment: Amounts not paid when due will accrue interest at the rate of % per month (or the maximum lawful rate if lower), together with any costs of collection, including reasonable attorneys' fees.

Expenses: Client will reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in the performance of services upon submission of receipts or other substantiation.

Term and Termination

Term Commencement Date: . Termination Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical, financial or other proprietary information disclosed in any form. The Receiving Party shall (a) use Confidential Information only for the purposes of performing its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that is: (i) already known to the Receiving Party at the time of disclosure without an obligation of confidentiality; (ii) becomes publicly available without breach of this Agreement; (iii) independently developed by the Receiving Party without reference to Confidential Information; or (iv) rightfully obtained from a third party without restriction. The Receiving Party may disclose Confidential Information to the extent required by law or valid order of a court or regulatory agency, provided the Receiving Party provides prompt written notice to the Disclosing Party to permit the Disclosing Party to seek appropriate protective relief.

Liability; Indemnification

Each party shall indemnify and hold harmless the other party from third-party claims arising from its negligent acts, willful misconduct or breach of this Agreement, subject to any limitations of liability set forth herein. Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property rights, neither party shall be liable to the other for consequential, incidental, punitive or special damages.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree that disputes shall first be subject to good faith negotiation. If unresolved, the parties may pursue remedies in courts of competent jurisdiction in the chosen state.

Notices

All notices hereunder shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

Miscellaneous

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the original intent of the parties.

Entire Agreement

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

Attachment Checklist (MCR Packet Components)

The following items are included with this Packet (check applicable):

Scope of Work / Statement of Work
Budget / Fee Schedule
Insurance Certificates
Tax Forms (as applicable)
Other (describe below)

Acknowledgment

By signing below, the parties represent and warrant that they have the authority to enter into this Agreement, that they have read and understand its terms, and agree to be bound by them.

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