Miscellaneous SARC Page

MISCELLANEOUS SARC PAGE

This General Business Agreement (the Agreement) is made effective as of by and between:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain services described herein and Service Provider represents that it has the capacity, qualifications and experience to perform such services in a professional manner consistent with industry standards;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of such services and the payment therefor;

WHEREAS, the parties agree that the terms and conditions set forth in this Agreement shall govern their relationship and any work product produced under this Agreement.

SCOPE OF WORK

Service Provider shall perform the tasks and deliverables described below. Service Provider shall perform all services in a competent, timely and professional manner and shall comply with all applicable laws and regulations in performing its obligations.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in accordance with the schedule described. All fees are exclusive of taxes unless otherwise stated. Service Provider shall submit invoices in accordance with this section and Client shall pay undisputed amounts within the payment period specified.

Invoices shall itemize work performed and expenses incurred. Client shall notify Service Provider in writing of any disputed charges within seven (7) business days of receipt of invoice; undisputed amounts are due and payable in accordance with the payment schedule. Interest shall accrue on overdue amounts at the rate set forth in the Late Payment Fee above.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date or until completion of the Scope of Work, whichever occurs later.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period set forth above following receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement 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.

The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party prior to disclosure, or is rightfully received from a third party without restriction.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without giving effect to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that jurisdiction for the resolution of disputes arising out of or in connection with this Agreement.

ENTIRE AGREEMENT

This Agreement, together with 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, negotiations, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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 held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

Sign Now