Business Document Alexander

BUSINESS DOCUMENT ALEXANDER

PARTIES

This General Business Agreement ("Agreement") is made effective as of Effective Date: by and between:

WHEREAS

WHEREAS, Client Name: desires to retain the Service Provider to perform certain business services as described herein;

WHEREAS, Service Provider Name: has represented that it has the expertise, personnel, and resources to perform such services in accordance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that all services shall be performed in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

As full compensation for the services and deliverables described in this Agreement, Client shall pay Service Provider as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted in writing by Service Provider to Client and are due and payable within days of receipt unless otherwise set forth above. Late payments shall incur interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law, calculated from the invoice due date until paid in full. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public, business, technical and financial information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") whether disclosed orally or in writing and designated as confidential or reasonably understood to be confidential. Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, contractors or professional advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform obligations under this Agreement.

Confidential Information does not include information that (i) is or becomes publicly available through no fault of Receiving Party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law or court order provided Receiving Party gives prompt written notice to Disclosing Party and limits disclosure to the extent required.

The obligations in this confidentiality section shall survive termination or expiration of this Agreement for a period of years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all Schedules and Exhibits attached hereto (if any), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be 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, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets or equity. Headings are for reference only and do not affect interpretation.

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