Miscellaneous Omnibus Template

MISCELLANEOUS OMNIBUS AGREEMENT

This Miscellaneous Omnibus Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

1. Client desires to obtain certain services and deliverables described herein, and Contractor has the expertise and capacity to provide such services under the terms set forth in this Agreement.

2. The parties intend that this Agreement serve as a single omnibus instrument governing the parties' working relationship for the matters described in the Scope of Work and any related tasks contemplated by mutual written amendment.

3. The principal business address of Client is: and the principal business address of Contractor is: .

SCOPE OF WORK

Contractor shall perform the services and provide the deliverables described below. Contractor shall perform all work in a professional manner consistent with industry standards and shall supply all labor, materials, equipment and supervision necessary to complete the work unless otherwise specified.

PAYMENT TERMS

Client shall pay Contractor the compensation set forth below in consideration for the performance of the Scope of Work. All amounts are payable in United States currency unless otherwise agreed in writing.

Invoices are due within days of receipt unless otherwise specified. Overdue amounts shall bear interest at the rate set forth above and the prevailing legal rate if the stated late fee is unenforceable.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Contractor for all work performed to the effective date of termination and any non-cancellable obligations incurred by Contractor.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within fourteen (14) days after receipt of written notice specifying the breach, or immediately if the breach is not capable of cure.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public, proprietary or confidential information disclosed by a disclosing party to the receiving party, whether disclosed orally, visually, in writing or by inspection, 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.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The receiving party may disclose Confidential Information to its employees, contractors or advisers on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to Confidential Information.

Check if confidentiality obligations are mutual; if unchecked, obligations apply only to the receiving party as to the other's Confidential Information.

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. Each party submits to exclusive jurisdiction and venue in the courts located in that State for resolution of disputes arising under this Agreement.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Client may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the parties' intention.

Remedies: The parties acknowledge that a breach of the confidentiality obligations or other material provisions of this Agreement may cause irreparable harm for which monetary damages would be inadequate and that the non-breaching party shall be entitled to seek injunctive relief in addition to other available remedies.

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