Business Custom Form

BUSINESS CUSTOM FORM — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into effective as of by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client engages in lawful business activities and requires the provision of certain services described herein; and

WHEREAS, Contractor represents that it possesses the experience, personnel and resources necessary to perform the services described in this Agreement and is willing to provide such services on the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, payment, confidentiality and other matters in a single integrated agreement.

SCOPE OF WORK

Contractor shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

In consideration for the performance of the services, Client shall pay Contractor the amounts and in the manner set forth below. All fees are payable in United States dollars unless otherwise agreed in writing.

Contractor shall submit invoices in writing to Client at the address for notices below. Unless otherwise agreed, Client shall pay undisputed invoices within days of receipt. Disputes must be raised in writing within days of invoice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in written, electronic or oral form that is designated as confidential or that a reasonable person would understand to be confidential. Each recipient shall: (a) hold in confidence and not disclose Confidential Information except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; (b) use Confidential Information solely for the performance of this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully in the recipient's possession prior to disclosure; or (iii) is independently developed by the recipient without use of the disclosing party's Confidential Information. Upon termination or expiration of this Agreement, recipient shall, at discloser's election, return or destroy discloser's Confidential Information and certify such return or destruction in writing.

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 laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and shall be delivered to the addresses specified below or to such other address as a party may designate by notice.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger or sale of all or substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with one that is valid and achieves, to the extent possible, the original intent.

ENTIRE AGREEMENT

This Agreement, including its recitals and any attachments or exhibits expressly incorporated herein, 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 written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

CERTIFICATIONS

Each party represents and warrants that: (a) it is duly organized and in good standing under the laws of the jurisdiction of its formation; (b) it has full power and authority to enter into and perform this Agreement; and (c) the individual signing on its behalf is duly authorized to bind such party.

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