Miscellaneous OFAI Stage 1 Document

MISCELLANEOUS OFAI STAGE 1 DOCUMENT

Parties and Effective Date

This Miscellaneous OFAI Stage 1 Document (the "Agreement") is entered into as of between Client Name: with principal address and Service Provider: with principal address .

Recitals

WHEREAS, Client requires initial stage services described herein as part of an overall OFAI evaluation and has engaged Provider to perform such services on the terms set forth in this Agreement;

WHEREAS, Provider represents that it possesses the professional experience, personnel, and facilities necessary to perform the Stage 1 services described in this Agreement and will perform those services in a timely, competent and workmanlike manner;

WHEREAS, the parties desire to define the scope, payment, confidentiality, term and other terms governing the Stage 1 work to be performed under this Agreement.

Scope of Work

Provider shall furnish all labor, materials, equipment, supervision and deliverables necessary to complete the Stage 1 tasks described above. Provider is responsible for obtaining any permits or approvals required for the performance of the Stage 1 services unless otherwise stated in writing.

Payment Terms

Any undisputed amount not paid within days of the invoice due date shall incur a late fee of on the outstanding balance, compounded monthly to the maximum extent permitted by law.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon providing the other party with not less than days' prior written notice. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses properly incurred prior to the effective date of termination.

Confidentiality

Each party ("Recipient") shall hold in confidence and shall not disclose to any third party any Confidential Information disclosed by the other party ("Discloser") except as required to perform under this Agreement. "Confidential Information" means non-public technical, business, financial and other information that is designated as confidential or that reasonably should be understood to be confidential under the circumstances of disclosure.

Confidentiality obligations do not extend to information that: (a) is or becomes publicly available through no wrongful act of Recipient; (b) was rightfully known by Recipient without restriction prior to disclosure; (c) is rightfully received from a third party without obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to its employees, contractors or advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those herein.

Acknowledgment: The parties acknowledge that a breach of this confidentiality provision may cause irreparable harm for which monetary damages would be inadequate and agree that equitable relief may be sought in addition to any other remedies.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the county of the governing state's principal business location, in accordance with the parties' agreement to arbitrate.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Representations and Authorities

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Each signatory below certifies that they are authorized to bind the party on whose behalf they sign.

Sign Now