Business AAF Document

BUSINESS AAF DOCUMENT

This General Business Agreement (the Agreement) is made effective as of (Effective Date), by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing advisory, administrative and facilitation services related to business AAF processes and has the requisite skill, personnel and resources to perform such services; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that the obligations and deliverables arising under this Agreement shall be governed by the terms below.

1. Scope of Work

Service Provider shall perform the services (Services) described in detail below. Service Provider shall furnish all labor, materials, equipment and supervision necessary to perform the Services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

As full compensation for the Services, Client shall pay Service Provider the fees set forth in this Section. All fees are exclusive of taxes, unless otherwise stated.

Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt. Overdue amounts shall accrue interest at the rate of % per month, or the maximum rate permitted by law, whichever is lower.

3. Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause by providing the other party with written notice at least days prior to the effective date of termination.

Either party may terminate immediately for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), 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.

The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of its obligations under this Agreement; and (c) 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.

The foregoing confidentiality obligations shall not apply to information that: (i) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination of this Agreement or at the Disclosing Party's request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and certify in writing that it has done so. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If negotiation fails, the parties may pursue any available remedy in a court of competent jurisdiction.

6. Miscellaneous

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

Assignment. Neither party may assign this Agreement or any of its rights or obligations without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

7. Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver of any provision shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party may specify in writing.

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