Business Document Barry

Business Document Barry — General Business Agreement

This General Business Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: with principal address , and Service Provider Name: with principal address .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain business, consulting, technical and/or operational services as described herein; and

WHEREAS, Provider has the expertise, personnel, and capabilities necessary to perform the services set forth in this Agreement under the terms and conditions contained herein; and

WHEREAS, the parties desire to set forth the terms governing the scope of work, compensation, confidentiality and other material terms applicable to their relationship.

SCOPE OF WORK

Provider shall perform the services described below and shall deliver such deliverables, reports, and materials as agreed. The parties acknowledge that the description below is intended to describe primary obligations but that specific tasks, milestones, and acceptance criteria will be those set forth in the Scope of Work field below.

PAYMENT TERMS

Client shall pay Provider the fees set forth in this section in consideration for the services performed. Fees will be invoiced in accordance with the schedule below and are due when invoiced unless otherwise stated.

All amounts are exclusive of applicable taxes unless specified. Client shall reimburse Provider for reasonable, preapproved out-of-pocket expenses incurred in performance of the services upon presentation of documentation. Disputed invoices must be submitted in writing within the invoice due period; undisputed amounts remain payable.

TERM AND TERMINATION

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 written notice to the other party at least Notice Period (days): days prior to the effective termination date.

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Termination shall not relieve Client of the obligation to pay Provider for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence and shall not disclose or use any Confidential Information received from the other party (Discloser) except to perform its obligations under this Agreement. "Confidential Information" means non-public information marked confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Confidentiality obligations do not apply to information that: (a) is or becomes generally known through no fault of Recipient; (b) was rightfully in Recipient's possession prior to receipt from Discloser; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law or court order, provided Recipient gives prompt notice to Discloser and cooperates to seek protective measures.

Upon termination or expiration, Recipient shall return or destroy Discloser's Confidential Information and certify such return or destruction within thirty (30) days, except to the extent a limited retention is required to meet legal, regulatory or internal recordkeeping obligations.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or a party's gross negligence or willful misconduct, neither party shall be liable for indirect, incidental, special or consequential damages, and each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits and appendices expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any modifications or waivers must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices: Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

CONTACTS FOR NOTICES

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