Miscellaneous Standard ATR Form

MISCELLANEOUS STANDARD ATR FORM

This General Business Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain services and deliverables related to the activities described herein; and

WHEREAS, Service Provider represents that it possesses the expertise, personnel, and resources necessary to perform such services for Client under the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, term, and other material terms governing their relationship.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the compensation set forth below in full consideration for the services described in the Scope of Work.

Late payments shall incur a late fee of per month on overdue balances, or the maximum permitted by law, whichever is lower. The late fee applies from the date payment is due until paid in full.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party 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 designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party gives prompt notice and cooperates with the other party’s efforts to obtain protective relief.

Each party agrees to hold Confidential Information in confidence, to use it only to perform under this Agreement, and to disclose it only to employees or permitted advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein. The confidentiality obligations shall survive termination of this Agreement for a period of years.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any Schedules or Exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or other change of control, provided the assignee assumes the assigning party’s obligations under this Agreement.

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising from the indemnifying party’s gross negligence or willful misconduct in the performance of its obligations under this Agreement.

NOTICES

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