Miscellaneous Semerenko Document

MISCELLANEOUS SEMERENKO DOCUMENT

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain services described herein; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel, and resources to perform such services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below 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 below with reasonable skill and care, in accordance with industry standards and applicable law. The services shall include, but are not limited to, the tasks and deliverables described in the Scope of Work field.

Payment Terms

Client shall pay Service Provider the Total Contract Amount of USD for the performance of the Scope of Work. Unless otherwise agreed in writing, amounts are exclusive of applicable taxes.

First payment due on or before and final payment due on or before .

Late payments shall incur a late fee of USD or interest at a rate of percent per month, whichever is greater, from the date due until paid in full. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement commences on the Start Date: and expires on the End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is identified as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that is (a) publicly known through no wrongful act of the receiving party; (b) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (c) rightfully obtained by the receiving party from a third party without breach of any obligation of confidentiality.

The receiving party shall (i) use the Confidential Information only as necessary to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

The obligations of confidentiality shall survive termination of this Agreement for a period of years from the date of termination, except for trade secrets which shall remain confidential for so long as they meet the legal definition of trade secret.

Representations, Warranties & Liability

Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement and that performance will not violate any law or agreement by which it is bound. Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any disputes arising out of the Agreement.

Entire Agreement; Miscellaneous

This Agreement, including any attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, and representations. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed in the Parties section or to such other address as a party may designate by written notice to the other.

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