Business Document ADPMN Inc

BUSINESS DOCUMENT ADPMN INC

This General Business Agreement ("Agreement") is entered into as of by and between Provider Name: ADPMN Inc, a corporation duly organized under applicable law, and Client Name: (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Provider Name: ADPMN Inc has experience and expertise in providing business advisory, administrative management, and related services described herein; and

WHEREAS, Client Name: desires to retain Provider to perform the services set forth in this Agreement and Provider is willing to perform such services on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the Services described above in a professional and workmanlike manner consistent with industry standards. Any change to the Scope of Work that materially affects cost or schedule shall be documented in a written change order signed by both Parties.

2. PAYMENT TERMS

Unless otherwise specified in the Payment Schedule, invoices shall be rendered in accordance with milestones or monthly billing as applicable. Client shall pay undisputed invoices within days of receipt.

Any amount not paid when due shall accrue interest at the lesser of (i) an annual rate of per month or (ii) the maximum rate permitted by applicable law. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting past-due amounts.

3. TERM AND TERMINATION

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

Termination for Convenience: Either Party may terminate this Agreement without cause upon written notice to the other Party delivered at least days prior to the effective date of termination. Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Definition: "Confidential Information" means any non-public business, technical or financial information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party") either directly or indirectly in writing, orally, 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.

Obligations: The Receiving Party shall (a) not use Confidential Information for any purpose other than to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those of its employees, agents and contractors who need to know such information and who are bound by obligations of confidentiality no less protective than those in this Agreement; and (c) exercise at least the same degree of care to protect Confidential Information as it uses with its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information shall not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice and cooperates with reasonable measures to seek confidential treatment.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that this Agreement does not conflict with any other agreement to which it is a party. Provider represents that services will be performed in a competent and professional manner in accordance with industry standards.

6. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's gross negligence or willful misconduct in performing its obligations under this Agreement.

7. GOVERNING LAW

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 within that state for any dispute arising under this Agreement.

8. NOTICE

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth above or to such other address as either Party may designate by notice to the other.

9. ENTIRE AGREEMENT

This Agreement, including all exhibits and written change orders signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by both Parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement to a successor in connection with a merger or sale of substantially all of its assets.

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