Miscellaneous Sancion Document

MISCELLANEOUS SANCION DOCUMENT

RECITALS (WHEREAS)

This Miscellaneous Sancion Document (the "Agreement") is made effective as of by and between Client Name: with principal address , and Contractor Name: with principal address .

WHEREAS, Client desires to retain Contractor to perform certain services described herein; and WHEREAS, Contractor has the expertise and capacity to perform such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Contractor shall perform the services in a professional and workmanlike manner, consistent with industry standards. Any change in the Scope of Work that materially affects the schedule or price shall be made only by written change order signed by authorized representatives of both parties.

PAYMENT TERMS

Invoices shall be rendered in accordance with the Payment Schedule. Client shall pay undisputed amounts within days of receipt of invoice. Late payments shall accrue interest at the lesser of (a) an annual rate of per month (18% per annum) or (b) the maximum rate permitted by law. In addition to interest, Client shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and continue until 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 for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach. Upon termination Contractor shall invoice Client for all work performed through the termination date, and Client shall pay for such work in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) was lawfully in Recipient's possession prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of Confidential Information. If Recipient is compelled by law to disclose Confidential Information, Recipient shall, to the extent permitted, provide Discloser prompt written notice and cooperate in seeking protective measures.

GOVERNING LAW

This Agreement and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of courts located in the chosen jurisdiction for resolution of disputes, provided that a party may seek injunctive relief in any court of competent jurisdiction to protect its confidential information or intellectual property.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or delegate this Agreement, in whole or in part, without the prior written consent of the other party, except that Contractor may assign to an affiliated entity or in connection with a merger or sale of substantially all its assets, provided that the assignee assumes all obligations hereunder.

Independent Contractor: The parties acknowledge that Contractor is an independent contractor and not an employee, partner, or joint venturer of Client. Contractor shall be solely responsible for all employment and withholding taxes and any other statutory obligations arising from performance of the services.

ENTIRE AGREEMENT

This Agreement (including any exhibits and written change orders signed by authorized representatives of both parties) 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 oral or written. No amendment shall be effective unless in writing and signed by both parties.

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