Business Company Name

BUSINESS COMPANY NAME — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is made effective as of by and between Company A Name: with principal place of business at (hereinafter "Company A"), and Company B Name: with principal place of business at (hereinafter "Company B"). Company A and Company B are sometimes referred to collectively as the Parties.

RECITALS (WHEREAS)

WHEREAS, Company A is engaged in the business of providing goods and/or services described herein and possesses the experience, personnel, and resources necessary to perform the work contemplated by this Agreement; and

WHEREAS, Company B desires to retain Company A to perform such services under the terms and conditions set forth in this Agreement and Company A is willing to perform such services on the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows.

SCOPE OF WORK

Company A shall perform the services described above in a professional manner consistent with industry standards. Deliverables, milestones, acceptance criteria, and any subcontracting arrangements shall be documented in writing and agreed by the Parties prior to commencement of the applicable work.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices shall be issued in accordance with the Payment Schedule. Payments are due within days of invoice receipt. Late payments shall incur interest at per month (or the maximum permitted by law, if less). Company B shall also reimburse Company A for costs of collection, including reasonable attorneys' fees, if payment is not made when due.

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 providing written notice to the other Party at least days prior to the intended termination date. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

CONFIDENTIALITY

Each Party acknowledges that it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in any form that is either designated as confidential or that a reasonable person would understand 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; (b) not disclose it to any third party except as expressly permitted herein; and (c) use Confidential Information only for the purposes of performing obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach, was rightfully in the receiving Party's possession prior to disclosure, or is lawfully obtained from a third party not subject to confidentiality obligations.

Upon termination or expiration of this Agreement, the receiving Party shall promptly return or destroy all tangible Confidential Information and certify such return or destruction in writing if requested.

INDEPENDENT CONTRACTOR; NO AGENCY

Company A is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties. Neither Party has authority to bind the other except as expressly set forth in this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the Parties are unable to resolve the dispute through negotiation within thirty (30) days, the dispute shall be resolved by binding arbitration before a neutral arbitrator in accordance with the rules chosen by the Parties in writing.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for willful misconduct or gross negligence, in no event shall either Party be liable for incidental, consequential, special, or punitive damages arising from or related to this Agreement. Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence, or willful misconduct.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules attached hereto and any written statements of work executed pursuant to this Agreement, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification, amendment, or waiver shall be effective unless in a writing signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remainder of this Agreement will remain in full force and effect. Failure or delay by either Party to enforce any provision of this Agreement shall not constitute a waiver of that right or provision. The Parties acknowledge that monetary damages may be an insufficient remedy for breach of the confidentiality provisions and that injunctive relief may be sought in addition to any other remedies.

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