Miscellaneous Unsigned MPP

MISCELLANEOUS UNSIGNED MPP

This Miscellaneous Project Performance and Payment Agreement ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: (collectively, the "Parties").

WHEREAS

WHEREAS, Client requires the performance of certain professional services, tasks and deliverables described herein, and Provider is willing and qualified to perform such services under the terms set forth in this Agreement.

WHEREAS, the Parties desire to establish the scope of work, payment terms, confidentiality obligations, and other rights and duties applicable to the engagement.

WHEREAS, this Agreement shall serve as the controlling written contract between the Parties for the project identified as MPP Number:

SCOPE OF WORK

Provider shall perform the services and deliver the work product described below in a professional and workmanlike manner consistent with industry standards. The Parties may attach task schedules, specifications, or Exhibits as necessary; absent an attached Exhibit, the following description governs:

PAYMENT TERMS

In consideration for the performance of the Services, Client shall pay Provider in accordance with the terms set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments will bear interest as specified below and shall not relieve Client of its payment obligations.

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 written notice to the other Party delivered not less than days prior to the effective date of termination.

In the event of material breach, the non-breaching Party may terminate upon written notice if the breaching Party fails to cure such breach within days after receipt of written notice specifying the nature of the breach.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public, proprietary or confidential information disclosed by the other Party (the "Disclosing Party") in connection with this Agreement. Confidential information shall include but not be limited to technical data, trade secrets, business plans, financial information, customer lists, and pricing.

The foregoing obligations shall not apply to information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party’s possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits and written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless executed in writing and signed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The Parties acknowledge that remedies at law may be inadequate and that the Disclosing Party shall be entitled to equitable relief, including injunctive relief, in the event of a breach of Section titled Confidentiality. The failure to exercise any right shall not constitute a waiver of that right.

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