Business Ashley Document

BUSINESS ASHLEY DOCUMENT — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the "Agreement") is entered into as of the Effective Date set forth below by and between:

RECITALS

WHEREAS, Client Name: desires to obtain certain business services from Service Provider Name: ; and

WHEREAS, Service Provider has represented that it has the qualifications, experience and abilities to provide such services on the terms set forth herein;

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

SCOPE OF WORK

Service Provider shall perform the services described below for Client in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Client agrees to pay Service Provider the fees and expenses described below in consideration of the full and faithful performance of the services.

Invoices are due and payable within days of invoice date. Unpaid amounts shall accrue interest at the lesser of (a) % per month, compounded monthly, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated pursuant to this section.

Start Date:     End Date:

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") 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. Confidential Information includes, without limitation, business plans, financial information, customer lists, and technical data.

The Receiving Party shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or agents with a need to know; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

The foregoing obligations do not apply to information that: (i) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. Confidentiality obligations shall continue for years following termination or expiration of this Agreement.

GOVERNING LAW

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 submit to the exclusive jurisdiction and venue of the state and federal courts located in the county in which the Service Provider's principal place of business is located for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any modification to this Agreement must be in a writing signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency relationship or employment relationship between the parties. Each party shall be responsible for its own taxes and benefits. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

The parties have executed this Agreement as of the dates set forth below.

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