Miscellaneous Sovereign Template

MISCELLANEOUS SOVEREIGN TEMPLATE

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: and Sovereign Party: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing the services and deliverables described in this Agreement and represents that it has the requisite authority, expertise and resources to perform the same;

WHEREAS, Sovereign Party desires to retain Service Provider to perform certain services on the terms and conditions set forth in this Agreement, and Service Provider agrees to perform such services for the compensation and on the schedule described below;

WHEREAS, the parties intend that the relationship created by this Agreement respect the sovereignty and governing framework of the Sovereign Party and that performance shall be conducted in a manner consistent with applicable law and the express terms herein.

SCOPE OF WORK

Service Provider shall perform the services and deliver the work products described below. The parties agree that the scope may be modified only by a written amendment signed by both authorized representatives.

PAYMENT TERMS

In consideration for performance of the Scope of Work, Sovereign Party shall pay Service Provider in accordance with the following terms.

All payments are due within the period specified on the invoice. Service Provider shall submit itemized invoices in accordance with the payment schedule. Unless otherwise specified, prices are exclusive of taxes and duties; Sovereign Party shall be responsible for any taxes lawfully assessed against payments under this Agreement to the extent required by applicable law.

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 prior written notice to the other party given at least days prior to the effective date of termination.

Either party may terminate immediately for cause upon written notice 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. Upon termination, Sovereign Party shall pay Service Provider for all work performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) 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.

Receiving Party shall (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, agents or representatives who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

Confidential Information shall not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without reference to the Confidential Information; or (iv) is required to be disclosed by law, provided Receiving Party gives prompt notice to Disclosing Party and cooperates with Disclosing Party in seeking a protective order or other appropriate remedy.

Breach of confidentiality obligations would cause irreparable harm for which monetary damages may be inadequate; therefore Disclosing Party shall have the right to seek injunctive or equitable relief in addition to any other remedies available at law or in equity. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for so long as such information meets the legal definition of a trade secret.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by both parties.

Neither party may assign its rights or delegate its 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 its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required under this Agreement shall be in writing and delivered to the notice addresses set forth below.

NOTICES

The parties have executed this Agreement through their authorized representatives as of the Effective Date first written above.

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