Wall C Document

WALL C DOCUMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client requires certain professional services and deliverables related to the project described in this agreement and has selected Contractor based on Contractor's experience and capability to provide those services in accordance with the terms set forth herein;

WHEREAS, Contractor represents that it has the requisite qualifications, personnel, and equipment to perform the services described in the Scope of Work and will perform such services in a professional, workmanlike manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their entire agreement, including payment terms, confidentiality obligations, and procedures for termination as set forth below.

Scope of Work

Contractor shall perform the work described below and shall deliver all work products, documentation, and deliverables necessary for Client's use as provided in this Agreement.

Payment Terms

Total Compensation: $

Late Payment Fee: on any undisputed past-due balance. Client shall pay reasonable costs of collection, including attorney fees, for overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party given no fewer than prior to the effective date of termination.

Upon termination, Contractor shall deliver to Client any completed or partially completed work product and Client shall pay Contractor for all services rendered and reimbursable expenses incurred through the effective date of termination, subject to any offsets for breach.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated as confidential or that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information does not include information that is or becomes generally available to the public through no breach of this Agreement, or that is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) use the Confidential Information solely to perform its obligations under this Agreement; and (c) limit disclosure to employees or agents who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein. The foregoing obligations shall survive termination of this Agreement for a period of .

Representations, Warranties and Indemnity

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Contractor warrants that the services will be performed in a professional manner consistent with industry standards. Contractor shall indemnify and hold Client harmless from claims, liabilities, damages, and expenses arising out of Contractor's gross negligence or willful misconduct in performing the Services.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict-of-law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executive representatives. If negotiation fails, disputes shall be finally resolved by binding arbitration held in the county or equivalent venue agreed by the parties.

Entire Agreement; Amendments

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

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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