Business Document Alliance Inc

GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made and entered into as of by and between Business Document Alliance Inc, a corporation organized under the laws of with its principal place of business at (hereinafter "Company") and Client Name: (hereinafter "Client"). Collectively Company and Client are the "Parties."

WHEREAS

WHEREAS, Company provides professional document drafting, management and related business services and has expertise and personnel capable of performing the services described in this Agreement; and

WHEREAS, Client desires to engage Company to perform certain services for Client on the terms and conditions set forth in this Agreement, and Company is willing to perform such services for Client;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. SCOPE OF WORK

Company shall provide the services described above in a professional and workmanlike manner consistent with industry standards. Any change to the scope of work that materially increases cost or time shall be documented in a written change order signed by authorized representatives of both Parties.

2. PAYMENT TERMS

Client shall pay undisputed invoices within the time specified in the Payment Schedule. Past due amounts shall accrue the Late Payment Fee in addition to any costs of collection, including reasonable attorneys' fees, if applicable.

3. TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon providing the required notice period. Either Party may terminate immediately for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") 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, including but not limited to business plans, pricing, customer lists, technical data and trade secrets.

The Receiving Party shall: (a) not use Confidential Information for any purpose other than performing its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors with a need to know who are bound by confidentiality obligations no less restrictive than those contained herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided that the Receiving Party gives prompt written notice to allow the Disclosing Party to seek protective relief.

Upon termination of this Agreement or upon Disclosing Party's written request, Receiving Party shall return or destroy all Confidential Information and certify in writing that it has complied with this obligation.

5. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each Party represents that it has full power and authority to enter into this Agreement. Company warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE AGGREGATE LIABILITY OF COMPANY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

6. INDEPENDENT CONTRACTOR; INSURANCE

Company is an independent contractor. Nothing in this Agreement creates an employment, partnership, agency or joint venture relationship between the Parties. Company shall maintain commercially reasonable insurance coverage appropriate to the services provided.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of law principles. The Parties agree that exclusive jurisdiction for any dispute shall be the state and federal courts located in that state, unless otherwise mutually agreed in writing.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments hereto, 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 modification or amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

9. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The Parties acknowledge that remedies at law may be inadequate and that either Party may seek equitable relief, including injunctive relief, to enforce the terms of this Agreement.

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