Miscellaneous RA & AF Template

MISCELLANEOUS RA & AF TEMPLATE

This Miscellaneous RA & AF Template (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider: .

RECITALS

WHEREAS, Client seeks to retain Provider to perform certain services and/or deliver certain work products described herein, and Provider represents that it possesses the necessary expertise, personnel and resources to provide such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider, including procedures for additional fees and related administrative matters.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be agreed in writing by authorized representatives of both parties and, where applicable, shall include adjustments to fees and schedule.

2. PAYMENT TERMS

Provider shall submit invoices in accordance with the payment schedule above. Client shall pay undisputed invoices within days of receipt. Amounts not paid when due shall accrue interest at the rate of or the maximum rate permitted by applicable law, whichever is less.

Reasonable, pre-approved out-of-pocket expenses incurred by Provider in performing the Services shall be reimbursed by Client when supported by documentation. All fees payable under this Agreement are exclusive of taxes; Client is responsible for any taxes assessed on payments to Provider, except taxes based on Provider's net income.

3. TERM AND TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and non-cancellable commitments incurred prior to termination. Sections concerning confidentiality, indemnification, payment of outstanding fees and governing law shall survive expiration or termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") 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 does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) protect Confidential Information of the Disclosing Party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not use Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Mutual confidentiality obligations apply to both parties.

5. INDEMNIFICATION

Each party shall indemnify, defend and hold the other harmless from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense and any settlement negotiations.

6. INTELLECTUAL PROPERTY; ASSIGNMENT

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing intellectual property and tools used in connection with the Services. To the extent Provider creates deliverables specifically for Client under this Agreement, Provider hereby assigns to Client the exclusive right, title and interest in such deliverables upon full payment. Provider may retain and use general ideas, know-how and skills developed in the course of performing the Services provided that no Confidential Information or Client-owned intellectual property is used or disclosed.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with any written statements of work or change orders executed by the 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 communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Remedies set forth in this Agreement are cumulative and not exclusive.

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