Business Company Documents

GENERAL BUSINESS AGREEMENT

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

Company A Name:

Company B Name:

RECITALS

WHEREAS, Company A is engaged in the business of providing products and services as described in this Agreement and has expertise necessary to perform the services described below; and

WHEREAS, Company B desires to retain Company A to perform certain services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Company A will provide services, deliverables, and related work as described below. The scope may be amended only by written agreement signed by authorized representatives of both parties.

PAYMENT TERMS

Company B shall pay Company A for services rendered in accordance with the following terms. Payments shall be made in U.S. dollars unless otherwise agreed in writing.

If any undisputed payment is not received within days after the due date, a late fee of per month, compounded monthly, or a flat fee of , whichever is greater, shall be payable on overdue amounts. Company A may suspend performance for amounts outstanding after written notice.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following written notice. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public business, technical, financial, or other information designated as confidential by a party, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information of the other party in strict confidence and use it only to perform obligations under this Agreement; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) take reasonable measures to protect the Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. If disclosure is required by law or order of a court or governmental authority, the receiving party shall, to the extent legally permitted, provide prompt written notice to the disclosing party and cooperate to seek protective measures.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments signed 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, negotiations, representations, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

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