Business Agreements Document

GENERAL BUSINESS AGREEMENT

Parties

This General Business Agreement (the Agreement) is entered into by and between:

Recitals

WHEREAS, the Company is engaged in the business of providing goods and/or services within its stated scope of operations; and

WHEREAS, the Client desires to retain the Company to perform certain services for consideration, and the Company is willing to provide such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows.

Scope of Work

The Company shall perform the services and deliverables described below in a professional and workmanlike manner. The scope may be modified only by written amendment signed by both parties.

Payment Terms

In consideration for the services rendered, the Client shall pay the Company in accordance with the following terms. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Unless otherwise specified in the payment schedule, invoices are due within days of receipt. Late payments shall incur a late fee of per month on the outstanding balance, calculated from the date payment was due until paid in full. The Client shall also reimburse the Company for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the Termination Date, unless earlier terminated in accordance with this Section.

Effective Date:    Termination Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice 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 any non-public information, whether written, oral or electronic, disclosed by one party (Discloser) to the other (Recipient) 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 Recipient shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted herein; (b) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure no less than those used to protect its own confidential materials of similar nature.

Confidential obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the Recipient; (ii) was rightfully in the Recipient's possession prior to disclosure by the Discloser; (iii) is lawfully received by the Recipient from a third party without restriction; or (iv) is independently developed by the Recipient without the use of Confidential Information. The obligations in this Section shall survive termination of this Agreement for unless otherwise required by law.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the full right, power and authority to enter into this Agreement. The Company represents that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify and hold harmless the other party from and against any liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as a party may designate by written notice in accordance with this Section. Notice is effective upon (i) receipt if delivered by hand or commercial courier; (ii) three business days after deposit in the United States mail, certified or registered, postage prepaid; or (iii) one business day after being sent by overnight courier.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly through negotiations. If the parties are unable to resolve a dispute through negotiation within forty-five (45) days, the dispute shall be submitted to binding arbitration in the county where the Company maintains its principal place of business, conducted by a single arbitrator in accordance with arbitration rules agreed by the parties.

Entire Agreement; Amendment

This Agreement, including any attachments or exhibits hereto and any written amendments 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, proposals, negotiations and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both parties.

Severability; Assignment

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be revised to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that the Company may assign this Agreement to an affiliate or successor in interest in connection with a merger or sale of substantially all of its assets.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

Sign Now