Business Document B

Business Document B

This General Business Agreement (the "Agreement") is made effective as of by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Provider"). Client and Provider may each be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Client is engaged in the business of operating and managing certain commercial activities for which it requires services described herein; and

WHEREAS, Provider has represented that it possesses the requisite experience, qualifications and personnel to perform such services on the terms set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services to be provided by Provider to Client under the terms of this Agreement.

1. Scope of Work

Provider shall perform the services described below (the "Services"). Provider agrees to provide the Services in a professional and workmanlike manner consistent with industry standards and in accordance with the schedule set forth by the Parties.

2. Payment Terms

In consideration for the Services, Client shall pay Provider the fees and expenses as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Provider shall submit written invoices in accordance with the Payment Schedule. Client shall pay each undisputed invoice within thirty (30) days of receipt. Disputed amounts shall be set forth in writing with reasonable detail; undisputed portions shall remain payable.

3. Term and Termination

This Agreement shall commence on the Start Date and, unless earlier terminated as provided herein, shall continue until the End Date.

Either Party may terminate this Agreement for convenience upon delivering the Notice Period to the other Party. Either Party may terminate immediately for material breach that is not cured within fifteen (15) days after written notice. Termination shall not relieve Client of obligation to pay for Services performed and expenses incurred through the effective date of termination.

4. Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public, proprietary or business information disclosed by one Party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving Party shall: (a) hold Confidential Information in strict confidence and use it solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents, and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that (i) is or becomes public through no fault of the receiving Party, (ii) was lawfully known to the receiving Party prior to the disclosure without an obligation of confidentiality, or (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. Upon written request or upon termination of this Agreement, the receiving Party shall return or destroy Confidential Information as directed by the disclosing Party, except to the extent retention is required by law.

5. Representations and Warranties

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that its performance will not violate any agreement with any third party. Provider further warrants that the Services will be performed in a professional manner in accordance with generally accepted industry practices.

6. Limitation of Liability

Except for liability arising from breach of confidentiality or willful misconduct, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. Each Party's aggregate liability for all claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) month period preceding the event giving rise to the claim.

7. 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 laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for any dispute arising under this Agreement.

8. Entire Agreement and Miscellaneous

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

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 its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Acknowledgment

Each Party acknowledges that it has read and understands this Agreement and that it has had an opportunity to consult with counsel before executing this Agreement. The persons signing below have authority to bind the respective Parties.

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