Business Corporation Name

BUSINESS CORPORATION NAME - GENERAL BUSINESS AGREEMENT

Business Corporation Name:

State of Incorporation:    Employer Identification Number (if any):

RECITALS

WHEREAS, Business Corporation Name is duly organized and existing under the laws of the state identified above and is engaged in the business described herein; and

WHEREAS, Client Name: (the "Client") desires to retain the Corporation to perform certain services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Corporation and the Client (each a "Party" and collectively the "Parties") desire to set forth their respective rights and obligations in writing and to bind their respective successors and permitted assigns.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below.

Payments are due within days of invoice. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for convenience upon days' prior written notice. For material breach, a non-breaching Party may terminate if the breaching Party fails to cure the breach within days after written notice of such breach.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by a Party to the other Party, whether orally, in writing or by inspection of tangible objects, 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. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

Each Party shall: (i) hold Confidential Information in strict confidence and take reasonable precautions to protect such information; (ii) use the Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. The obligations in this section shall survive termination of this Agreement for years.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law provisions. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

MISCELLANEOUS

Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that the Corporation may assign this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of its assets.

Amendment; Waiver. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties. The failure of either Party to enforce any right will not constitute a waiver of that right.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

NOTICES

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