Miscellaneous RWAM Form

MISCELLANEOUS RWAM FORM

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client Name: (the "Client") seeks certain services and deliverables relating to RWAM activities as described in this Agreement; and

WHEREAS, Contractor Name: (the "Contractor") represents that it has the qualifications, personnel, and resources necessary to perform the Scope of Work set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows.

Scope of Work

The Contractor shall perform the services and provide the deliverables described below. Services shall be performed in a professional and workmanlike manner, consistent with industry standards.

Payment Terms

Client shall pay Contractor for the services described in the Scope of Work in accordance with the fee schedule set forth below. All amounts are stated in U.S. dollars unless otherwise specified.

Invoices not paid within the period specified in the payment schedule shall accrue the Late Payment Fee from the invoice due date until paid in full. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Contractor in collecting overdue sums.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days of receiving written notice of the breach. Termination shall not relieve Client of payment obligations for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to third parties and shall use Confidential Information solely to perform its obligations under this Agreement. Confidential Information shall not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy, at the Disclosing Party's election, all copies of Confidential Information in its possession and certify in writing compliance with this obligation within thirty (30) days.

Representations and Warranties; Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Contractor warrants that the services will be performed in a professional manner consistent with industry standards. Contractor shall indemnify and hold harmless Client from and against any third-party claims arising out of Contractor's negligence or willful misconduct in performing the services. Client shall indemnify Contractor for claims arising from Client's misuse of deliverables or breach of this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If the dispute is not resolved within forty-five (45) days of written notice, the parties agree that any unresolved controversy or claim arising out of or relating to this Agreement shall be resolved by binding arbitration in the designated state, unless otherwise agreed in writing.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments 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 written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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