Miscellaneous NRL Template

MISCELLANEOUS NRL TEMPLATE

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

RECITALS

WHEREAS, Client Name: seeks to retain the Service Provider to perform certain services described herein; and

WHEREAS, Provider Name: represents that it has the experience and capability to perform such services under the terms set forth below; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the performance, payment and confidentiality of the services to be provided.

SCOPE OF WORK

Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. Specific deliverables, milestones, and acceptance criteria are set forth in the space below.

PAYMENT TERMS

Compensation to Provider for performance of the Scope of Work shall be as follows. All amounts are in U.S. dollars unless otherwise stated.

Payments are due within days of invoice receipt. Late payments shall accrue interest at the rate of per month (or the maximum permitted by law), calculated monthly on the outstanding balance. Client shall also be responsible for reasonable collection costs and attorneys' fees if payment is not made when due.

TERM AND TERMINATION

This Agreement commences on the Start Date and shall continue until the End Date unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice not less than days to the other party. Either party may terminate for material breach upon written notice if the breach is not cured within thirty (30) days after receipt of written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is marked confidential or that a reasonable person would understand to be confidential. Each recipient shall: (a) hold Confidential Information in strict confidence using at least the same standard of care it uses for its own confidential information, (b) use Confidential Information solely to perform under this Agreement, and (c) not disclose Confidential Information to third parties except as permitted herein. Confidentiality obligations survive termination for a period of unless a longer period is required by law.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the recipient; (ii) was rightfully known to recipient 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 recipient may disclose Confidential Information to its employees, agents or contractors on a need-to-know basis provided such persons are bound by confidentiality obligations consistent with this Agreement.

GOVERNING LAW; JURISDICTION

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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the chosen jurisdiction for any dispute arising out of or relating to this Agreement.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets or other change of control.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in the performance of its obligations under this Agreement.

Limitation of Liability: Except for liability for a party's gross negligence, willful misconduct or breaches of confidentiality and indemnification obligations, in no event shall either party be liable for consequential, incidental, special or punitive damages, and the aggregate liability of each party for all claims under this Agreement shall not exceed the amounts paid or payable to Provider under this Agreement in the twelve (12) months preceding the claim.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and performance of this Agreement will not violate any applicable law or contractual obligation, and that it will comply with all applicable laws in performing its obligations.

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