Miscellaneous Provisions Agreement

MISCELLANEOUS PROVISIONS AGREEMENT

This Miscellaneous Provisions Agreement ("Agreement") is made and entered into as of by and between Client Name: , Client Address: and Service Provider: .

RECITALS

WHEREAS, Client desires to obtain certain services and deliverables described below and Provider represents that it has the skill, personnel and resources necessary to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties intend for this Agreement to set forth certain miscellaneous provisions that will govern the parties' rights and obligations in addition to any primary engagement or statement of work executed contemporaneously herewith; and

WHEREAS, the parties desire to reduce to writing the terms, conditions and miscellaneous provisions governing their relationship, including confidentiality, payment terms, term and termination provisions, and governing law.

SCOPE OF WORK

Provider will perform the services and deliverables described below (the "Services"). The Services shall be performed with reasonable care, in a professional manner, and in accordance with any schedules set forth by the parties.

PAYMENT TERMS

Client shall pay Provider for the Services in accordance with the terms below. All monetary amounts are in United States dollars unless otherwise stated.

Invoices shall be submitted in writing to the payee address provided below and are due within the period set forth in the Payment Schedule. Payments not received within the agreed period shall accrue the Late Payment Fee and Provider may suspend performance after providing written notice where permitted by law.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following written notice. Termination will not relieve the Client of its obligation to pay for Services rendered prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that ought reasonably to be understood as confidential given the nature of the information and the circumstances of disclosure. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: The obligations above do not apply to information that (i) is or becomes publicly available without breach of this Agreement; (ii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iii) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to seek an appropriate protective order.

REPRESENTATIONS; LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into this Agreement and perform its obligations. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, national overnight courier, or hand delivery.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties agree to attempt good faith negotiation to resolve disputes. If negotiation fails, the parties agree that disputes shall be resolved by binding arbitration in the governing jurisdiction, subject to any mandatory court proceedings to compel arbitration or to enforce an arbitration award.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, statements of work or ordering documents expressly incorporated herein, 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 must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger or sale of substantially all of its assets.

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