Business 2D Update

BUSINESS 2D UPDATE — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of between:

Client Name:

Client Address:

Service Provider Name:

Service Provider Address:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain updates, maintenance, or enhancements to two-dimensional business assets and related documentation (collectively, the Services); and

WHEREAS, Service Provider represents that it has the experience, qualifications, and personnel necessary to perform the Services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions governing the provision of the Services.

SCOPE OF WORK

Service Provider will perform the Services described below. The parties acknowledge that any significant additions to the Scope of Work must be memorialized in a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for timely performance of the Services.

Payments not received within thirty (30) days of the due date shall accrue interest at the rate specified above and Client shall be responsible for any reasonable collection costs, including attorneys' fees, incurred by Service Provider in enforcing payment obligations.

TERM AND TERMINATION

This Agreement commences on the Start Date below and, unless earlier terminated in accordance with this Agreement, will continue until the End Date below or until completion of the Services.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above after receipt of written notice. Upon termination, Client shall pay Service Provider for all Services performed through the effective termination date and for any non-cancellable obligations incurred.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, electronic or in any other form, including business plans, designs, technical data, drawings, trade secrets, pricing, customer lists, and other proprietary information. Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is received from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) restrict disclosure of Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and (iii) take commercially reasonable measures to protect the confidentiality of such information. The obligations of confidentiality will survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered in the county of the governing law state unless the parties agree otherwise in writing. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

WARRANTIES; INDEMNIFICATION

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. EXCEPT FOR THE EXPRESS WARRANTY IN THE PRECEDING SENTENCE, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Service Provider shall indemnify, defend and hold Client harmless from and against any third-party claims arising from Service Provider's gross negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify, defend and hold Service Provider harmless from and against any third-party claims arising from Client's misuse of deliverables or Client-supplied materials.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written change orders or exhibits 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, understandings, negotiations and discussions, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement will be effective unless set forth in a written instrument signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact addresses set forth below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will continue in full force and effect. The parties are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, employer-employee relationship, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other party, provided that Service Provider may assign this Agreement to a successor in connection with a merger or sale of substantially all of its assets.

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