Business Document Avicenna

BUSINESS DOCUMENT AVICENNA

This General Business Agreement ("Agreement") is made and entered into as of , by and between:

Client Name: ; Address: ("Client")

Service Provider Name: ; Address: ("Provider")

RECITALS

WHEREAS, Client desires to retain Provider to perform certain services as set forth in this Agreement, and Provider represents that Provider has the skills, expertise, facilities and personnel necessary to perform such services in a professional manner; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which Provider will furnish services to Client, including scope, payment, confidentiality, remedies, and governing law.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider will perform the services described below. Provider shall perform the services in a timely, professional, and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Provider for the services performed in accordance with the terms set forth in this section. All amounts stated are in lawful currency unless otherwise indicated.

Any unpaid amount not paid within the invoice terms shall accrue interest at per month (or the maximum permitted by law, if less). Provider may also suspend services for nonpayment after providing written notice in accordance with the Notice provisions below.

TERM AND TERMINATION

This Agreement commences on the Start Date below and, unless earlier terminated in accordance with this Agreement, will continue until the End Date below.

Start Date: , .

End Date: , .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services performed.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection, 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. Confidential Information excludes information that (i) is or becomes publicly available without breach of this Agreement; (ii) is known to the receiving party prior to disclosure without restriction; (iii) is independently developed by the receiving party without use of or reference to 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 protective measures.

The receiving party shall (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those herein.

GOVERNING LAW

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.

ENTIRE AGREEMENT

This Agreement, including any attachments or written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized courier service, and shall be effective upon receipt.

MISCELLANEOUS

Neither party may assign or delegate any rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger or sale of substantially all of Provider's assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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