Miscellaneous MPA Final

MISCELLANEOUS MPA FINAL

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

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional services on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, professional qualifications and personnel necessary to perform the services described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, acceptance criteria and any third-party dependencies shall be documented in writing and agreed by the parties prior to performance where applicable.

PAYMENT TERMS

If any undisputed amount is not paid when due, interest shall accrue at the lesser of the maximum rate permitted by law or .

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed deliverables and any work in progress for which Client shall pay a pro rata portion of the Total Fee for services performed to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees (a) to hold Confidential Information in strict confidence, (b) to use Confidential Information solely to perform its obligations under this Agreement, and (c) not to disclose Confidential Information to any third party except employees, agents or subcontractors who need access and who are bound by confidentiality obligations no less protective than those herein. The foregoing obligations shall not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed by the receiving party without use of Confidential Information.

If a receiving party is required by law or valid order to disclose Confidential Information, it shall provide the disclosing party prompt written notice to the extent legally permitted and cooperate reasonably to limit disclosure and seek protective measures.

GOVERNING LAW

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

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its 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, sale of substantially all assets or change of control, provided the assignee assumes the assigning party's obligations hereunder.

Independent Contractor: Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider shall be responsible for all taxes and withholdings related to compensation paid hereunder.

Limitation of Liability: Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, special, incidental or punitive damages. The aggregate liability of either party arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

CERTIFICATIONS

Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) the person executing this Agreement on its behalf is duly authorized to do so; and (c) performance of its obligations hereunder will not violate any applicable law or contractual obligation.

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