Miscellaneous NELP Form

MISCELLANEOUS NELP FORM

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Provider"). Client and Provider are each a "Party" and together the "Parties."

Recitals

WHEREAS, Provider is engaged in the business of providing certain professional services and has represented that Provider has the skill, experience and ability to perform such services for Client;

WHEREAS, Client desires to retain Provider to perform the services described herein under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms governing the Parties' relationship, deliverables, payment and confidentiality obligations.

Scope of Work

Payment Terms

As full and complete compensation for the services rendered under this Agreement, Client shall pay Provider the Total Contract Amount of USD, payable according to the following schedule: .

Invoices are payable within days of issuance. Any amount not paid when due shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. In addition, a late processing fee of USD may be charged for each late payment.

All sums due under this Agreement shall be paid in United States Dollars. Client shall be responsible for any taxes, duties or other governmental charges arising from payments made under this Agreement, except for taxes based on Provider's net income.

Term and Termination

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

Either Party may terminate this Agreement without cause by providing the other Party with written notice at least days prior to the effective date of termination. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Provider shall be entitled to payment for all services performed and reasonable expenses incurred through the effective date of termination, subject to setoff for any amounts owed by Provider to Client.

Confidentiality

Each Party (the "Receiving Party") shall keep confidential all non-public, proprietary or business information disclosed by the other Party (the "Disclosing Party") 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 ("Confidential Information"). Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information to any third party except to its employees, agents and contractors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those set forth in this Agreement. The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secret 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 its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of any disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any exhibits or attachments signed by the Parties, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

Notices

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth above or such other address as a Party may specify in writing.

Miscellaneous

No waiver by either Party of any breach of this Agreement shall be deemed a waiver of any subsequent breach. If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the extent necessary to make it enforceable, or if modification is not possible, it shall be severed and the remainder of the Agreement shall remain in effect. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship.

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