Notarized Agreement Document

NOTARIZED AGREEMENT DOCUMENT

This Notarized Agreement Document (the Agreement) is entered into effective as of by and between the parties identified below.

RECITALS

WHEREAS, Party A is engaged in the provision of professional services and possesses specialized expertise and resources that Party B requires; and

WHEREAS, Party B desires to retain Party A to perform certain services under the terms and conditions set forth in this Agreement, and Party A agrees to perform those services for the compensation and on the schedule set forth herein; and

WHEREAS, the parties intend that this Agreement may be notarized to establish the authenticity of signatures and the date of execution.

SCOPE OF WORK

Party A shall perform the work, services, and deliverables described below. Party A shall use commercially reasonable efforts to perform the Scope of Work in a professional and workmanlike manner in accordance with prevailing industry standards.

PAYMENT TERMS

Compensation: Party B shall pay Party A a total fee of $ for the services described in this Agreement, subject to adjustments expressly agreed in writing by the parties.

Late Payment: Any undisputed amount not paid within of the invoice due date shall accrue interest at a rate of (or the maximum lawful rate if less). In addition to interest, Party B shall reimburse Party A for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice to the other party not less than prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately 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.

CONFIDENTIALITY

Definition of Confidential Information: "Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written, electronic or tangible, 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.

Non-Disclosure and Use: Each party shall (i) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement; (b) was in the receiving party's possession prior to disclosure as evidenced by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the other party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTARY ACKNOWLEDGEMENT

State of , County of : On this date , before me personally appeared , proved to me on the basis of satisfactory evidence to be the person whose name is signed to the foregoing instrument, and acknowledged that they executed the same for the purposes therein contained.

Notary Name (printed):    Commission No.:    Commission Expires:

Notary Signature (printed):    Signature Date:

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