Business Benenati Document

BUSINESS BENENATI DOCUMENT

This General Business Agreement ("Agreement") is entered into as of Effective Date: between:

RECITALS

WHEREAS, Provider has expertise and resources in the performance of business consulting, development, and related services and is willing to perform the services described in this Agreement for Client under the terms set forth herein;

WHEREAS, Client desires to engage Provider to perform certain services and deliverables described in this Agreement and Provider agrees to provide such services in accordance with the terms and conditions herein;

WHEREAS, the parties intend by this Agreement to set forth the scope, schedule, fees, confidentiality obligations, and termination rights applicable to their relationship.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below. Deliverables will conform to the specifications and acceptance criteria agreed by the parties.

PAYMENT TERMS

Client shall pay Provider for services and deliverables in accordance with the following fees and schedule. All fees are exclusive of applicable taxes unless otherwise stated.

A late payment interest charge of percent per month (or the maximum permitted by law, if lower) will apply to amounts not paid when due. In addition, Client shall be responsible for collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. 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.

Upon termination for any reason, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments reasonably made prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party will not use or disclose Confidential Information except as necessary to perform under this Agreement, and will 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.

Confidentiality obligations under this Agreement shall survive termination for a period of years, except to the extent a longer period is required by applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing intellectual property and tools used in the performance of services. Client receives a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. If the parties agree that Provider will assign specific work product to Client, such assignment must be set forth in a written exhibit signed by both parties and accompanied by full payment.

INDEPENDENT CONTRACTOR; INSURANCE AND INDEMNITY

Provider is an independent contractor and not an employee, partner, or agent of Client. Provider is responsible for payment of its own taxes, insurance, and benefits. Provider shall maintain commercial general liability insurance as appropriate for the services and shall indemnify and hold Client harmless from third-party claims arising from Provider's gross negligence or willful misconduct in performance of the services.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with all exhibits, purchase orders, statements of work, and accepted change orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in connection with a merger or sale of substantially all its assets.

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