Miscellaneous MIMLS Template

MISCELLANEOUS MIMLS TEMPLATE

This Miscellaneous MIMLS Template (the "Agreement") is entered into as of Date: by and between:

Client Name:    Entity Type: Individual Corporation Other

Service Provider Name:    Entity Type: Individual Corporation Other

WHEREAS

WHEREAS, Client Name: desires to retain Service Provider to perform certain services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel and resources necessary to perform the services on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their agreement with respect to the scope, compensation and other terms for the services to be provided.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards and the schedules set forth in this Agreement.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration of the performance of the Scope of Work. All fees are exclusive of taxes unless otherwise stated.

Invoices not disputed in good faith within ten (10) Business Days of receipt shall be deemed accepted. Overdue amounts shall bear interest at the lesser of the rate specified above or the maximum rate permitted by applicable law, calculated from the invoice due date until paid in full.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

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. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means any non-public business, technical, financial or other information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was already in the receiving party's possession without restriction at the time of disclosure; or (iii) was independently developed by the receiving party without reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or valid legal process, provided that, if permitted, the receiving party gives the disclosing party prompt written notice and cooperates in any lawful effort to limit disclosure or obtain a protective order.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, provided that the indemnified party gives prompt written notice of the claim and cooperates in the defense and settlement of the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any documents incorporated by express reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, 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.

NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the address listed below or to such other address as a party may designate by notice in accordance with this section.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

The parties acknowledge that they have read and understood this Agreement and that they have had the opportunity to seek independent legal counsel prior to executing this Agreement.

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