Miscellaneous Undersigned Form

MISCELLANEOUS UNDERSIGNED FORM

Effective Date:

Client Name:    Entity Type:

Contractor Name:    Entity Type:

RECITALS

WHEREAS, Client engages Contractor to perform certain services described herein and Contractor is willing to perform such services pursuant to the terms and conditions of this Miscellaneous Undersigned Form (the "Agreement");

WHEREAS, the parties desire to set forth the scope, compensation and other material terms governing their relationship during the Effective Date and any subsequent extension as provided below.

SCOPE OF WORK

PAYMENT TERMS

Invoices submitted by Contractor shall be payable by Client within days of Client's receipt of a proper invoice. All amounts are payable in lawful currency.

Overdue payments shall accrue interest at the lesser of or the maximum rate permitted by applicable law. Additionally, Client shall reimburse Contractor for reasonable collection costs and expenses.

TERM AND TERMINATION

Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement without cause by providing written notice to the other party at least days in advance. Upon termination, Client shall pay Contractor for work performed through the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure within a commercially reasonable period, not to exceed 30 days, after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in any form that is designated as confidential or that a reasonable person would understand to be confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or regulation provided it gives prompt written notice to the disclosing party to allow for a protective order or other remedy.

Confidentiality Obligations Duration:

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 law principles. Venue for any action arising out of this Agreement shall lie in the appropriate courts of that state.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, including all exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written agreements. Any amendment must be in writing and signed by both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations.

Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

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