Business Document ADKLOA

DOCUMENT NAME

Business Document ADKLOA — General Business Agreement

Parties and Recitals

This Agreement is entered into as of by and between:

Client Name:

Contractor Name:

WHEREAS, Client requires certain services and deliverables described below; and

WHEREAS, Contractor has represented that it has the experience, personnel, and capability to perform such services in a professional manner; and

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

1. Scope of Work

Contractor will perform the work and deliverables described in this Section and any appendices expressly incorporated by reference. The parties acknowledge that the description below constitutes the essential obligations of Contractor and may be supplemented by written change orders signed by both parties.

2. Payment Terms

As full compensation for the performance of the Scope of Work, Client shall pay Contractor the amounts and on the schedule set forth below. All payments are subject to the conditions and withholding rights expressly set forth in this Agreement.

Invoices shall be submitted to Client in writing and are payable within days of receipt unless otherwise agreed in writing.

Unpaid amounts past the due date shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees.

3. Term and Termination

This Agreement shall commence on the Effective Date and continue until the Completion Date unless earlier terminated in accordance with this Section.

Effective Date:   Completion Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

4. Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business, technical, financial and customer information, but does not include information which: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order subject to prior notice to the Disclosing Party.

Confidentiality shall survive termination of this Agreement for years, except with respect to trade secrets where protection shall continue for so long as permitted by law.

5. 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 conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to pursuing any judicial remedy.

6. Insurance and Indemnification

Contractor shall maintain insurance appropriate to the services performed, including commercial general liability and professional liability where applicable. Contractor shall indemnify, defend and hold harmless Client from third-party claims arising out of Contractor's negligence or willful misconduct in performing the Scope of Work, except to the extent caused by Client's gross negligence or willful misconduct.

7. Representations and Warranties

Each party represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor represents that services will be performed in a professional and workmanlike manner in accordance with industry standards.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

9. Entire Agreement; Amendments

This Agreement, including any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship.

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