Business Additional Forms

BUSINESS ADDITIONAL FORMS — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain professional services and deliverables described herein, and Provider has the experience, personnel and capacity to provide such services and deliverables under the terms of this Agreement.

WHEREAS, Client desires to engage Provider to perform the services set forth in the Scope of Work and Provider agrees to perform such services in accordance with the terms, conditions, and schedules set forth in this Agreement.

WHEREAS, the parties intend that this Agreement memorialize their entire understanding with respect to the services and payments contemplated herein.

SCOPE OF WORK

PAYMENT TERMS

Compensation to Provider shall be as follows. Client shall pay Provider the amounts and on the schedule set forth below. All payments are due in United States dollars.

Provider shall submit invoices in accordance with the payment schedule. Client shall remit payment within days of invoice receipt. Acceptable payment methods (check all that apply):

Check Wire Transfer ACH Credit Card

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. Provider may suspend performance if undisputed invoices remain unpaid for more than days after notice.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective date of termination. Upon termination, Client shall pay Provider for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall protect and keep confidential all written, electronic and oral information disclosed by the other party (the "Disclosing Party") that is marked confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without breach of any obligation of confidentiality.

The Receiving Party will (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to those employees, contractors or affiliates with a business need-to-know and who are bound by confidentiality obligations no less protective than those herein; and (iii) apply at least the same degree of care to Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Remedies for breach shall include injunctive and other equitable relief in addition to damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, representations, or agreements, whether written or oral. No amendment or modification to this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, and expenses arising from the indemnifying party's breach of this Agreement or willful misconduct, subject to any limitations of liability set forth herein.

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