Business Document Ann Document

BUSINESS DOCUMENT ANN DOCUMENT

This General Business Agreement (the "Agreement") is entered into as of by and between Service Provider Name: and Client Name: . The parties agree as follows.

RECITALS

WHEREAS, Service Provider Name: is engaged in the business of providing services described herein; and

WHEREAS, Client Name: desires to retain Service Provider to perform certain services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the relationship created by this Agreement be governed by the terms contained herein and that any work product, payment schedule, confidentiality obligations, and termination rights be memorialized in writing.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards and the timetable set forth in this Agreement. Any material change to the Scope of Work shall require prior written approval by both parties.

PAYMENT TERMS

Payments shall be made in U.S. dollars unless otherwise agreed in writing. If any payment due hereunder is not received by the payee within five (5) business days of its due date, Service Provider may suspend performance until payment is made, and Client shall be responsible for all reasonable collection costs and accrued late fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least the number of days set forth above. Either party may terminate this Agreement immediately for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other in any form that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential, including business plans, financial data, customer lists, technical information, and trade secrets. Confidential Information does not include information that: (a) is or becomes generally available to the public through no wrongful act of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party agrees to hold Confidential Information in strict confidence, to use it solely for the purposes of performing obligations under this Agreement, and to restrict disclosure to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination of this Agreement, the receiving party shall promptly return or, at the disclosing party's option, destroy all tangible embodiments of Confidential Information and certify such return or destruction in writing within thirty (30) days.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, proposals, representations, or communications. No amendment or modification to this Agreement will be effective unless made 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 shall remain in full force and effect and the parties will endeavor in good faith to replace the invalid provision with a valid provision that approximates the parties' original intent. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

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