Miscellaneous MDNA Agreement

MISCELLANEOUS MDNA AGREEMENT

This Miscellaneous MDNA Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

RECITALS (WHEREAS)

WHEREAS, Client desires to obtain certain goods, services, and related deliverables described in this Agreement from the Service Provider; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the services and to deliver the deliverables in accordance with the terms set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which Service Provider will perform the work and Client will compensate Service Provider.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: Client shall pay Service Provider the total sum of $ for performance of the Scope of Work, subject to adjustments made in writing by mutual agreement.

Late Payment: Any undisputed amount not paid within days of the invoice due date shall accrue interest at (or the maximum rate permitted by law, if lower).

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure the breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for services performed and reimbursable expenses incurred through the effective date of termination. Provisions that by their nature survive termination shall continue in effect.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, 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.

Obligations: Receiving party shall (i) use Confidential Information solely for performing its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement, (b) was rightfully known to receiving party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of or reference to Confidential Information.

Duration: The confidentiality obligations shall remain in effect for years from the date of disclosure, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

INSURANCE; INDEMNIFICATION

Insurance: Service Provider shall maintain insurance coverage sufficient to cover liabilities reasonably expected in connection with the services and shall provide certificates upon request.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to applicable limitations of liability agreed between the parties.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law rules.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between senior executives. If negotiation fails, the parties may pursue any available remedies in accordance with the governing law selected above.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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 Service Provider may assign to an affiliate or successor in interest in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall not be affected and shall remain in full force and effect.

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