Business Booklet Form

BUSINESS BOOKLET FORM

This General Business Agreement ("Agreement") is made and entered into as of Agreement Date: by and between Company Name: with principal place of business at , and Client Name: .

RECITALS

WHEREAS, the Company is engaged in the business of providing professional services, consulting, and deliverables described herein; and

WHEREAS, the Client desires to engage the Company to perform certain services and deliver certain materials under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth their complete understanding regarding the services, payment, confidentiality, term and termination, and governing law.

SCOPE OF WORK

The Company shall perform the services described above in a professional manner consistent with industry standards and shall deliver any deliverables specified according to any milestone schedule set forth in this Agreement or accompanying statement of work.

PAYMENT TERMS

All fees are due in the currency specified above. Invoices not paid within the agreed payment period shall accrue interest at the rate described in Late Payment above and the Client shall be responsible for any reasonable collection costs, including attorneys' fees, incurred by the Company in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon Notice Period: prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, the Company shall invoice the Client for all work performed and costs incurred through the effective date of termination and the Client shall pay such amounts in accordance with the Payment Terms.

CONFIDENTIALITY

Each party (the "Receiving Party") agrees to hold in strict confidence all proprietary or confidential information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the Receiving Party, is rightfully received from a third party without restriction, or is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement, shall not disclose it to third parties except to employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement, and shall take reasonable measures to protect Confidential Information from unauthorized disclosure.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, the Company grants the Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for the Client's internal business purposes. The Company retains ownership of pre-existing materials, methodologies, tools, and any general know-how used to create or support deliverables. If any transfer of ownership is required, such transfer shall be expressly documented and may incur additional fees.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality, in no event shall either party be liable for indirect, incidental, special or consequential damages, nor for lost profits. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by the Client to the Company under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits 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. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ADDITIONAL ADMINISTRATIVE INFORMATION

ACKNOWLEDGMENTS

Each signatory below represents and warrants that he or she has the authority to enter into this Agreement on behalf of the party for whom he or she signs and that all corporate or other required approvals have been obtained.

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