Miscellaneous Part A Signature

MISCELLANEOUS PART A SIGNATURE

Parties

Recitals

WHEREAS, Client Name: desires to retain Provider to perform certain services and Provider is willing to perform such services under the terms set forth herein; and

WHEREAS, the parties intend that the services to be performed, the compensation to be paid, and the obligations of the parties be set forth in this agreement, effective as of Effective Date: .

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

In consideration for the performance of the services, Client shall pay Provider as set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

All undisputed amounts not paid within the period specified in the invoice shall accrue interest at the rate set forth above and Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees and court costs, to the extent permitted by law.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above following written notice. Termination for convenience by Client shall require payment for all work performed through the effective date of termination and any non-cancelable commitments made by Provider in reliance on the Agreement.

Confidentiality

"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. Each party agrees: (a) to hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted in this Agreement; (b) to use Confidential Information solely for the purpose of performing its obligations under this Agreement; and (c) to take reasonable measures to safeguard Confidential Information from unauthorized use or disclosure, at least as protective as those used to protect the party's own confidential information.

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 known to the receiving party prior to disclosure without restriction; (iii) is received from a third party not subject to an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as permitted by applicable law.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state named above, without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation; if the dispute cannot be resolved by negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity in the courts of the governing jurisdiction.

Representations; Compliance

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, that performance will not violate any other agreement to which it is a party, and that it will comply with applicable laws and regulations in performing its obligations hereunder.

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above by personal delivery, certified mail (return receipt requested), or reputable overnight courier service, and shall be deemed given upon receipt.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver by either party of any breach or default shall be deemed a waiver of any subsequent breach or default. Headings are for convenience only and do not affect interpretation.

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