Business Action Pages

BUSINESS ACTION PAGES — GENERAL BUSINESS AGREEMENT

Parties

This Agreement is made effective as of between (Client) and (Service Provider).

Whereas

WHEREAS, Client is engaged in the business of conducting and managing certain commercial operations and requires services to accomplish specified business initiatives; and

WHEREAS, Service Provider represents that it has the qualifications, experience and ability to provide the services described herein and is willing to perform such services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to document the business actions and deliverables to be performed, payment terms, and other material obligations in this Agreement.

Scope of Work

The Service Provider shall perform the services and undertake the business actions described above and shall deliver any resulting reports, deliverables and documented action items (the "Deliverables") in accordance with the schedule set forth in this Agreement. Deliverables will be accepted by Client only upon written confirmation of conformance to the agreed specifications and acceptance criteria.

Payment Terms

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall be responsible for reasonable collection costs, including attorneys' fees. In addition, a late fee of may be applied to overdue balances.

Term and Termination

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 at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that, given the nature of the information or the circumstances surrounding disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, financial data, customer lists, trade secrets, technical information, and proprietary materials.

The Receiving Party shall: (a) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by applicable law or regulation, provided the Receiving Party gives prompt written notice and cooperates to limit disclosure.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

Representations and Warranties; Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be provided in a professional and workmanlike manner consistent with industry standards. Except as expressly provided in this Agreement, neither party makes any other warranties, express or implied. Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party will be liable to the other for incidental, consequential, or punitive damages, and aggregate direct liability shall be limited to the total amounts paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state entered above, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for resolution of any disputes arising out of or relating to this Agreement.

Business Action Items

Action items documented above shall be incorporated into this Agreement by reference and shall be subject to the same acceptance and payment provisions set forth herein. Any material change to an action or deliverable requires written approval by authorized representatives of both parties.

Entire Agreement; Amendments

This Agreement, including any attachments and documented action items, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, negotiations and agreements, whether written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee agrees in writing to be bound by this Agreement.

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