Miscellaneous TW-corrected Document Template

MISCELLANEOUS TW-CORRECTED DOCUMENT TEMPLATE

This Miscellaneous TW-corrected Document Template (the "Agreement") is entered into as of by and between Client Name: with client address: and Provider Name: with provider address: .

RECITALS

WHEREAS, Client requires certain services and deliverables described herein and desires to engage Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the requisite expertise, personnel and resources to perform the services set forth in this Agreement and agrees to perform such services in a professional and workmanlike manner in accordance with industry standards.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services described above and deliver the stated deliverables by the dates mutually agreed in writing. Provider shall assign qualified personnel and shall be responsible for all costs of staffing, materials and equipment necessary to perform the services except as expressly provided otherwise in this Agreement.

PAYMENT TERMS

If any undisputed amount due hereunder is not paid within days after the due date, Provider may charge a late fee of on the overdue balance compounded monthly, or the maximum permitted by applicable law, whichever is less.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after 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

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential. Each party agrees to: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure of Confidential Information to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) is rightfully received from a third party without breach of any obligation of confidentiality.

Upon termination or expiration of this Agreement, the receiving party shall return or destroy the disclosing party's Confidential Information and certify such return or destruction upon request. Notwithstanding the foregoing, Provider may retain one copy of Confidential Information solely for archival and compliance purposes, subject to the confidentiality obligations in this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state 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 state for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written understandings, proposals and representations. Any amendment or modification of 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 change of control, merger, or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right or any other right under this Agreement.

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