Miscellaneous One Time Agreement

MISCELLANEOUS ONE TIME AGREEMENT

This Miscellaneous One Time Agreement (the "Agreement") is made and entered into as of by and between ("Service Provider") and ("Client"). Each of Service Provider and Client is individually a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Service Provider has expertise and experience in the provision of certain services described herein and is willing to provide such services to Client on a one-time basis pursuant to the terms and conditions of this Agreement;

WHEREAS, Client desires to engage Service Provider to perform the services described below and Service Provider agrees to perform such services in accordance with the terms of this Agreement;

WHEREAS, the Parties intend that this Agreement set forth the full scope, payment, confidentiality and other material terms governing the one-time engagement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $

Late Payment: If any undisputed amount due hereunder remains unpaid more than days after the due date, Client shall pay interest at the lesser of (a) or (b) the maximum rate permitted by applicable law, plus any reasonable collection costs.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall terminate on unless earlier terminated in accordance with this Section.

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

Termination for Cause: 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 14 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one Party to the other 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 includes, without limitation, business plans, technical data, trade secrets, pricing, financial information and deliverables.

Obligation: The receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care), (b) not disclose Confidential Information to any third party except as expressly permitted herein, and (c) use Confidential Information solely to perform under this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no act or omission of the receiving Party; (ii) was in the receiving Party's possession prior to disclosure as shown by written records; (iii) is rightfully received by the receiving Party from a third party without restriction; or (iv) is independently developed without use of the disclosing Party's Confidential Information. A receiving Party may disclose Confidential Information to the extent required by law or regulation, provided it gives prompt written notice to the disclosing Party and reasonably cooperates in any protective measures.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, a Party's breach of its confidentiality obligations, or payment obligations, neither Party shall be liable to the other for consequential, incidental, special, punitive or indirect damages, even if advised of the possibility of such damages. The total aggregate liability of either Party arising out of or related to this Agreement shall not exceed the total amounts actually paid by Client to Service Provider under this Agreement.

INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and employees from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

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 shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If the Parties are unable to resolve a dispute within 30 days, either Party may seek any remedy available at law or in equity in the appropriate state or federal court located in the county of the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the Parties with respect 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.

MISCELLANEOUS PROVISIONS

Assignment: Neither Party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other Party, except that Service Provider may assign this Agreement to an affiliate or in connection with a change of control so long as the assignee assumes Service Provider's obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth below or to such other address as a Party may specify in writing.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to agree upon a valid substitute provision that most closely approximates the Parties' original intent.

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