Miscellaneous Mylars Template

MISCELLANEOUS MYLARS TEMPLATE

This Miscellaneous Mylar Agreement (the Agreement) is entered into as of by and between:

Client Name:

Contractor Name:

WHEREAS

WHEREAS, Client is the owner of certain improvements and/or rights identified for recordation on mylar and desires to document certain agreements affecting such property or rights;

WHEREAS, Contractor has the experience and capacity to prepare, produce and deliver mylar reproduction(s), recordable instruments, and ancillary documentation as described in the Scope of Work below; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor shall deliver the mylar(s) and related services and how such materials shall be exchanged, paid for, and recorded.

SCOPE OF WORK

Contractor shall prepare and deliver to Client the mylar reproduction(s) and recordable instrument(s) described below and shall perform all related services necessary for recordation and delivery to the appropriate recording authority in accordance with the specifications set forth by the parties.

PAYMENT TERMS

As consideration for the services described in the Scope of Work, Client shall pay Contractor in accordance with the following terms.

If any undisputed amount remains unpaid beyond the due date, Client shall pay a late fee equal to % per month and a flat processing fee of . Interest and fees shall accrue from the original due date until paid in full. Contractor may suspend performance for payments more than days overdue after providing written notice.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for convenience by providing the other party with prior written notice of days. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receiving written notice specifying the breach. Termination shall not relieve Client of obligation to pay amounts accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or proprietary information disclosed in any form. Each receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) exercise at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

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 principles. Any dispute arising under or relating to this Agreement shall be resolved in the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, warranties, and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party provides in writing in accordance with this section. Notices shall be deemed given when delivered in person, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, certified or registered, postage prepaid.

RECORDATION AND DELIVERY

Contractor shall prepare mylar(s) and recordable document(s) in conformance with the specifications in the Scope of Work and shall, where applicable, submit for recordation with the designated recording office. Contractor will provide Client with the recorded mylar(s) and evidence of recordation within a commercially reasonable time after recordation. Risk of loss for originals delivered to the recording authority passes to Client upon Contractor's delivery of the recorded instrument and mylar to the Client or the Client's authorized courier.

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 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 sale of substantially all of its assets.

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