Miscellaneous RTSDVO Document

MISCELLANEOUS RTSDVO DOCUMENT

This Miscellaneous RTSDVO Document (the Agreement) is entered into as of Effective Date: by and between Client Name: , with principal address: , and Service Provider Name: , with principal address: .

WHEREAS

WHEREAS, Client requires certain goods and/or services related to RTSDVO matters and desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, Service Provider represents that it possesses the necessary experience, qualifications and capacity to perform the services described in this Agreement and agrees to perform such services in a professional manner consistent with industry standards.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described above (the Services) in accordance with the schedule set forth in the Scope of Work and any mutually agreed written change orders. Service Provider shall provide qualified personnel, materials and supervision necessary to complete the Services.

PAYMENT TERMS

Any undisputed invoice not paid within days of the invoice date will accrue a late fee of of the unpaid amount per month, or the maximum lawful rate if lower. Client shall also reimburse Service Provider for any reasonable collection costs, including attorney fees, incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other in connection with this Agreement, whether oral, written or electronic. Each party shall (a) hold Confidential Information in confidence, (b) not disclose it to any third party except as expressly permitted herein, and (c) use it only to perform obligations under this Agreement. Confidentiality obligations shall survive termination for a period of years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law. Excluded from Confidential Information are information that is (i) already lawfully known to the recipient, (ii) becomes publicly available through no fault of the recipient, or (iii) independently developed by the recipient without use of the disclosing party's Confidential Information.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate reasonably in the defense or settlement of such claim.

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. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located within that state, and the parties hereby submit to the personal jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments hereto, 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. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service 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 remainder of the Agreement shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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