Business Document 35R

BUSINESS DOCUMENT 35R

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

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain services and deliverables described herein, and Service Provider represents that it has the necessary expertise, personnel and resources to perform such services in accordance with this Agreement;

WHEREAS, the parties intend that the Scope of Work, Payment Terms and other provisions set forth below shall govern the performance, compensation and allocation of risks between the parties;

WHEREAS, the parties agree that this Agreement shall become effective on the Effective Date set forth above and shall remain in force as provided in the Term and Termination section.

SCOPE OF WORK

Service Provider shall perform the services, deliverables, milestones and acceptance criteria described below. All services shall be performed in a professional manner consistent with industry standards. Changes to the Scope of Work must be made by written Change Order signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider in United States Dollars according to the following schedule. All fees are non-refundable except as expressly provided in this Agreement. Service Provider shall submit invoices in accordance with the schedule below and Client shall pay undisputed invoices within days of receipt.

Late payments shall accrue interest at a rate of percent per month (or the maximum permitted by applicable law, if lower), calculated monthly on the outstanding balance from the due date until paid in full. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon providing the other party with the notice period set forth immediately above, in which case Client shall pay Service Provider for all work performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party (Discloser) to the other party (Recipient) that is designated as confidential or would reasonably be understood to be confidential given its nature. Confidential Information excludes information that: (a) is or becomes publicly available through no breach by Recipient; (b) was rightfully in Recipient's possession prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) 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. Recipient shall promptly notify Discloser of any unauthorized disclosure or use.

Upon termination or expiration of this Agreement, Recipient shall return or destroy Discloser's Confidential Information and certify in writing the same upon request. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets and other information the law recognizes as requiring longer protection shall survive for such longer period.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. 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

Entire Agreement: This Agreement, together with any exhibits or Change Orders executed by the parties, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendment and Waiver: This Agreement may be amended or modified only by a writing signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder.

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 a valid provision that accomplishes the original intent to the greatest extent permitted by law.

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