Miscellaneous NEC Form

MISCELLANEOUS NEC FORM

Effective Date: . Client Name: . Contractor Name: .

RECITALS (WHEREAS)

WHEREAS, Client Name above is engaged in the business described in the Client's operations and desires to procure certain services described herein from Contractor Name; and

WHEREAS, Contractor Name has the requisite expertise, personnel and licenses to perform the described services and agrees to perform such services pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing in a concise miscellaneous agreement to address services not elsewhere classified.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Contractor the sum of U.S. dollars for the services described above, subject to the payment schedule below.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at the lesser of or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue sums.

TERM AND TERMINATION

Term: This Agreement commences on and shall continue until unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice at least days prior to the effective termination date. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 14 days after receipt of written notice describing the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party, whether oral, written or electronic, 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.

Non-Disclosure and Use: Each party shall (i) hold Confidential Information of the other in strict confidence using at least the same degree of care it uses to protect its own confidential information, (ii) not disclose Confidential Information except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (iii) use Confidential Information only to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public through no wrongful act of the receiving party, (b) was in the receiving party's possession prior to disclosure without restriction, or (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

Confidentiality Acknowledgement: By checking the box, the party acknowledges and agrees to be bound by the confidentiality obligations herein.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence, willful misconduct or breach of this Agreement.

Limitation of Liability: Except for liability arising from wilful misconduct, gross negligence, fraud, or indemnification obligations, neither party's aggregate liability for any claim arising out of or relating to this Agreement shall exceed the amounts actually paid by Client to Contractor under this Agreement in the six (6) months preceding the claim.

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 principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any disputes arising out of this Agreement.

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 agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

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