Miscellaneous Refilwe Document

MISCELLANEOUS REFILWE AGREEMENT

This Miscellaneous Refilwe Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain professional services described herein and desires to engage Service Provider to perform those services on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the qualifications, experience and ability to perform the services described in this Agreement and agrees to provide such services subject to the terms herein;

WHEREAS, the parties desire to set forth their respective duties, payment terms, confidentiality obligations and other material terms in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). Service Provider shall perform the Services in a professional and workmanlike manner, in accordance with industry standards and all applicable laws.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Any undisputed amount not paid within days of the invoice due date shall accrue interest at per month (or the maximum rate permitted by law, if lower).

TERM AND TERMINATION

This Agreement shall commence on and shall terminate on unless earlier terminated as provided herein.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential all information designated as confidential or which reasonably should be understood to be confidential (Confidential Information) and shall not disclose such information except to employees, contractors or advisors who have a need to know. Confidential Information shall not include information that is publicly available through no fault of the Receiving Party or rightfully received from a third party without restriction.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Upon termination or upon written request, the Receiving Party shall promptly return or destroy Confidential Information and provide written certification of such return or destruction.

By checking this box, the signing representative acknowledges their obligation to preserve the confidentiality of Confidential Information as set forth above.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly referenced and signed 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 and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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

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