Miscellaneous RRF Form

MISCELLANEOUS RRF FORM

Parties

Recitals

WHEREAS, Client Name: desires to engage Contractor Name: to perform miscellaneous services and to request funds in accordance with the terms set forth herein;

WHEREAS, the parties intend that this Miscellaneous RRF Form (the "Form") memorialize the scope of work, payment terms and procedures for requests for reimbursement or funds associated with such services; and

WHEREAS, the parties agree that submission of this Form and any accompanying invoice, documentation and approvals shall constitute an enforceable obligation subject to the terms below effective as of Effective Date:

Scope of Work

Payment Terms

Total Not-To-Exceed Amount: . Payment will be made in accordance with the schedule below subject to submission and approval of required documentation.

Invoicing: Contractor shall submit an itemized invoice referencing RRF Reference Number within of completion of the applicable milestone. Each invoice must include supporting receipts and a brief description of expenses.

Late Payment: If Client fails to make any undisputed payment within of invoice due date, Client will pay interest on the overdue amount at the lesser of (a) per month or (b) the maximum rate permitted by applicable law.

Term and Termination

Term Commencement Date: . Term End Date: , unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Form for convenience upon written notice to the other party delivered at least prior to the effective termination date. Termination for Cause: Either party may terminate immediately upon material breach if the breaching party fails to cure within after receipt of written notice.

Effect of Termination: Upon termination, Client will pay Contractor for all undisputed, properly documented work performed and unreimbursed approved expenses through the effective date of termination, subject to any setoffs permitted by law or this Form.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other 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"). Confidential Information excludes information that is: (a) publicly available through no breach by the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving party without use of disclosed Confidential Information; or (d) required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to limit disclosure.

The receiving party shall use Confidential Information solely for the purposes of performing its obligations under this Form and shall not disclose Confidential Information to any third party except on a need-to-know basis to its employees, agents or subcontractors who are bound by obligations of confidentiality no less protective than those set forth herein.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into and perform this Form and that execution by its authorized representative has been duly authorized. Contractor represents that services will be performed in a professional manner consistent with industry standards.

Governing Law; Dispute Resolution

This Form shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law rules. The parties shall attempt to resolve disputes in good faith through negotiation; if unresolved within 30 days, either party may pursue available legal or equitable remedies.

Entire Agreement

This Form, including any attachments and any purchase orders or invoices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendments must be in writing and signed by authorized representatives of both parties.

Certifications and Acknowledgements

The undersigned certifies that (a) all information and documentation submitted in support of this RRF request are true, accurate and complete to the best of their knowledge; (b) funds requested will be used in accordance with the Scope of Work herein; and (c) the undersigned has authority to bind the party on whose behalf they sign.

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