Business Commercial Document

GENERAL BUSINESS AGREEMENT

Parties and Recitals

This Agreement is entered into as of Effective Date: , by and between:

WHEREAS, Service Provider possesses experience and expertise in providing commercial business services and solutions, and Client desires to engage Service Provider to perform the services described below on the terms set forth herein; and

WHEREAS, the parties intend that the relationship created by this Agreement is that of independent contracting parties and not a partnership, joint venture, employment, or agency relationship;

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

1. Scope of Work

Service Provider shall perform the services, deliverables, and related tasks described below (collectively, the "Services"). Service Provider shall perform the Services in a professional manner in accordance with industry standards and this Agreement.

2. Payment Terms

In consideration for the Services, Client shall pay Service Provider in accordance with the schedule and amounts set forth below. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate of on any undisputed past due balance, and Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public business, financial, technical, or other information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") either orally, in writing, or by inspection of tangible objects and 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 Receiving Party 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 performance under this Agreement; and (c) take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of Confidential Information.

5. Representations and Warranties; Limitations

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

6. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and addressed to the party at the address set forth above or to such other address as the party may specify in writing. Notices are effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

7. 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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

8. Entire Agreement; Amendments

This Agreement, including all exhibits, schedules and attachments expressly incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.

9. Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or 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 Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its business. The waiver of any breach shall not constitute a waiver of any other breach.

Execution

The parties have executed this Agreement through authorized representatives as of the Effective Date set forth above.

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