Business Bauer Document

BUSINESS BAUER DOCUMENT

Parties and Recitals

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

Client Name:    Client Address:

Contractor Name:    Contractor Address:

WHEREAS, Client wishes to retain Contractor to perform certain business services described herein; and

WHEREAS, Contractor represents that it has the expertise, personnel and resources to perform the services and agrees to provide such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Payment Terms

Compensation: Client shall pay Contractor the total amount of for the services described in this Agreement, payable as set forth below.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also reimburse Contractor for reasonable collection costs, including attorney fees, if applicable.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: 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. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either 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.

Obligations: Receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who need access and are bound by confidentiality obligations at least as restrictive as those herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Duration: The obligations set forth in this Confidentiality section shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for so long as they qualify for protection under applicable law.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Contractor represents that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct; provided, however, that indemnification obligations shall be subject to any limitations of liability set forth in this Agreement.

Governing Law and Dispute Resolution

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 laws rules.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives. If the dispute is not resolved within sixty (60) days, either party may pursue any remedy available at law or in equity.

Entire Agreement; Miscellaneous

Entire Agreement: This Agreement, including any schedules or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice in accordance with this section. Notice is deemed effective upon receipt.

Acknowledgment

By signing below, each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions.

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