Auto Esign Document

AUTO ESIGN DOCUMENT — GENERAL BUSINESS AGREEMENT

Parties and Effective Date

This Auto Esign General Business Agreement (the "Agreement") is entered into as of Effective Date:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain services described below and Service Provider represents that it has the experience, capability and personnel to provide such services in a professional and workmanlike manner; and

WHEREAS, the parties intend that this Agreement and the associated electronic processes permit the parties to transact and execute documents by electronic means in accordance with applicable law and that electronic signatures have the same force and effect as handwritten signatures; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services and Client will pay for those services.

Scope of Work

Payment Terms

Total Compensation: $ . Client shall pay the amounts described below in accordance with the schedule agreed by the parties.

Deposit or Upfront Payment: $ payable upon execution unless otherwise agreed in writing.

Payment Terms: Invoices are due net days from receipt, unless otherwise specified in the payment schedule.

Late Fee: Any undisputed amount not received within the time specified shall accrue a late fee of per month (or the maximum permitted by law, if lower), calculated monthly on the outstanding balance.

Term and Termination

Term: This Agreement commences on the Start Date: and continues until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

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 days after receipt of written notice of such breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether oral, written or electronic, 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.

Obligations: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents and subcontractors with a need to know who are bound by confidentiality obligations no less protective than those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than by a breach of this Agreement, (ii) was known to the Receiving Party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Return or Destruction: Upon termination or at the Disclosing Party's request, the Receiving Party shall promptly return or destroy Confidential Information and certify in writing that it has done so, except to the extent retention is required by law or reasonable archival backup.

Electronic Signature and Delivery

Consent to Electronic Transactions: Each party agrees that signatures, consents, approvals, notices and other communications provided under this Agreement may be delivered, signed and stored electronically and that any electronic signature satisfies any legal requirement for a signature.

Authentication and Recordkeeping: The parties shall maintain appropriate records of electronic communications and transactions evidencing the identity of the signatory and the time and method of signature. The parties acknowledge that the electronic execution of this Agreement evidences their intent to be bound as if handwritten signatures were used.

Representations, Governing Law, and Miscellaneous

Representations: Each party represents that it has full power and authority to enter into this Agreement and that the person executing this Agreement on its behalf is duly authorized to bind the party.

Remedies: The parties agree that a breach of the confidentiality or electronic signature provisions would cause irreparable harm for which monetary damages may be inadequate, and the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies at law or in equity.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except to a successor in interest in connection with a merger, consolidation or sale of substantially all of the assigning party's assets.

Entire Agreement

Integration: This Agreement, including any exhibits or schedules attached hereto and documents executed electronically in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, proposals, representations and understandings relating to such subject matter.

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