Miscellaneous Revised APS

MISCELLANEOUS REVISED APS

This Miscellaneous Revised APS (the Agreement) is made effective as of by and between Client Name: (Client) and Service Provider Name: (Provider). Client and Provider are each a Party and collectively the Parties.

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain services as described in this Agreement and Provider agrees to perform such services under the terms and conditions set forth herein.

WHEREAS, Provider possesses the qualifications, experience, and capability to provide the services described in the Scope of Work and agrees to furnish the services in a professional and workmanlike manner.

WHEREAS, the Parties intend by this Agreement to define their respective rights and obligations with respect to such services, compensation, confidentiality, and dispute resolution.

SCOPE OF WORK

Provider shall perform the services and deliverables described in the Scope of Work below. Provider will perform all work in accordance with industry standards and applicable law.

PAYMENT TERMS

Compensation: Client shall pay Provider a total fee of $ for the services described herein, subject to the payment schedule set forth below.

Invoicing and Payment: Provider will submit invoices to Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are due and payable within days of receipt.

Late Payment: Any undisputed overdue amount shall accrue interest at the rate of % per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. In addition, Client will reimburse Provider for reasonable expenses of collection, including attorneys' fees.

Taxes and Withholding: All fees are exclusive of taxes. Client shall be responsible for any taxes imposed on payments to Provider, except taxes based on Provider's net income.

TERM AND TERMINATION

Term: This Agreement commences on and, unless earlier terminated as provided herein, expires on .

Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either Party may terminate for material breach if the other Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination for cause shall be without prejudice to any remedies available at law or equity.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a 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.

Obligations: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein; and (c) take commercially reasonable measures to protect the Confidential Information from unauthorized use or disclosure.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

Return or Destruction Upon Termination: Upon termination or written request, the Receiving Party shall promptly return or destroy Confidential Information as requested by the Disclosing Party. Select preferred option(s):

Injunctive Relief: The Parties acknowledge that a breach of this Confidentiality section may cause irreparable harm for which monetary damages would be an inadequate remedy; accordingly, the Disclosing Party may seek injunctive relief in addition to other remedies.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, courier, or certified mail, return receipt requested, or by any other method mutually agreed in writing.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The Parties agree to attempt in good faith to resolve disputes through negotiation. If unresolved, the Parties may submit disputes to mediation or to a court of competent jurisdiction in the governing state.

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except to a successor in interest to all or substantially all of the assigning Party’s business.

Independent Contractor: Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, fiduciary, or joint venture relationship between the Parties.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous oral or written agreements, representations, and understandings concerning the subject matter. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

SIGNATURES

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