Miscellaneous MRL Document

MISCELLANEOUS MRL DOCUMENT

This Miscellaneous MRL Document (the "Agreement") is entered into as of the Effective Date set forth below by and between the parties identified herein.

Recitals

WHEREAS, Client Name: and Client Address: (the "Client");

WHEREAS, Service Provider Name: and Service Provider Address: (the "Provider");

WHEREAS, Client desires to engage Provider to perform certain services on the terms and conditions set forth in this Agreement, and Provider agrees to perform such services for Client.

Scope of Work

Provider shall perform the services described below in accordance with the terms of this Agreement. The description shall form an enforceable part of this Agreement.

Payment Terms

Client shall pay Provider for the services performed under this Agreement in accordance with the fee structure below. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be issued in accordance with the Payment Schedule and are due within days of invoice receipt. Late payments shall accrue interest at % per month, or the maximum rate permitted by applicable law, whichever is lower.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the Completion Date unless earlier terminated in accordance with this Section.

Effective Date:     Completion/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 date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually, in writing, or by any other means, 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.

The receiving party shall: (a) hold Confidential Information in strict confidence and use it only to perform obligations or exercise rights under this Agreement; (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party’s Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which obligations shall survive as long as the information remains a trade secret under applicable law.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement, and that the execution and performance will not violate any other agreement or applicable law.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and aggregate liability shall be limited to the amounts actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

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 conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

Entire Agreement; Amendments

This Agreement, including any attachments and written statements of work incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest to substantially all of its business or assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

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