Miscellaneous RFEP Paperwork

MISCELLANEOUS RFEP PAPERWORK

RECITALS

WHEREAS, Client Name: (the "Client") has requested services related to RFEP matters and related program administration; and

WHEREAS, Service Provider Name: (the "Provider") represents that it has the capability, personnel and experience to perform the services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Provider will perform certain RFEP-related services for the Client.

SCOPE OF WORK

The Provider shall perform the services described above in a professional manner consistent with industry standards, and shall provide qualified personnel, equipment and materials as necessary to complete the work. Any change to the scope shall be made only by written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

Any amounts not paid when due shall accrue interest at a rate of % per month (or the highest rate permitted by applicable law, if lower), calculated monthly on the outstanding balance. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred to collect past-due sums.

TERM AND TERMINATION

Term Start Date: and Term End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. For material breach, the non-breaching party may terminate if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination. Upon termination, Provider shall deliver all work-in-progress and completed deliverables for which Client has paid.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether in oral, written, electronic or other form, 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, including business plans, technical data, formulas, software, financial information, pricing, and client lists.

Each party shall: (a) protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information except as necessary to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was already in the receiving party's possession without restriction at the time of disclosure, (iii) is received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets where protection shall continue for as long as the information remains a trade secret under applicable law.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

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. Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiations between senior representatives of the parties. If unresolved, the parties agree to submit the dispute to binding arbitration in that State under the applicable arbitration rules, unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, 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 written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger, sale of substantially all assets, or corporate reorganization provided the assignee assumes all obligations hereunder.

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

Sign Now