Miscellaneous Other Report

Miscellaneous Other Report

Report Number:   Report Date:

WHEREAS — Recitals

WHEREAS, Client Name: (the "Client") has requested that Reporter provide a written report concerning the matters set forth below; and

WHEREAS, Reporter Name: (the "Reporter") represents it has the experience and capacity to prepare such report under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other terms governing the preparation, delivery, and use of the Miscellaneous Other Report.

Report Identification

Confidential    Incident    Financial    Other (specify below)

Scope of Work

The Reporter shall perform the following services and deliverables to the Client in accordance with the terms of this Report:

Payment Terms

Total Fee:   Currency:

Late Payment: A late fee of % per month (or the maximum permitted by applicable law, if less) shall be applied to any unpaid balance outstanding more than days after invoice date.

Payment Method:

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause upon material breach by the other party that is not cured within days after written notice describing the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic or other form, 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 draft and final reports, underlying data, and communications relating to the subject matter of this Report.

Obligations: The receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to third parties except to its employees, contractors, or agents who need access for performance hereunder and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) use Confidential Information solely to perform its obligations under this Report.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach hereof; (ii) is rightfully received from a third party without restriction; (iii) was already in the receiving party's possession without an obligation of confidentiality; or (iv) is independently developed without use of Confidential Information. If a receiving party is compelled by law or valid legal process to disclose Confidential Information, it shall provide prompt written notice (to the extent legally permitted) to the disclosing party to permit it to seek protective relief.

Duration: The confidentiality obligations in this section shall survive termination of this Report for a period of three (3) years from the date of termination, provided that trade secrets shall remain indefinitely protected to the extent permitted by law.

Governing Law

This Report 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or relating to this Report.

Entire Agreement

This Report, together with any exhibits, appendices, and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. No amendment or waiver of any provision of this Report will be effective unless in writing and signed by authorized representatives of both parties.

Representations and Certifications

Each party represents and warrants that it has the full corporate or individual authority to enter into this Report and to perform its obligations hereunder. The reporter certifies that, to the best of its knowledge, the information contained in the report is true and accurate and that all material facts known to the Reporter have been disclosed.

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