Business Document Benoit

BUSINESS DOCUMENT BENOIT

Parties and Effective Date

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to retain Provider to perform certain business services described herein on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, qualifications, and personnel necessary to provide the services and agrees to perform such services in accordance with the standards and timetable set forth in this Agreement.

Scope of Work

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Provider shall supply qualified personnel and shall be responsible for all employment-related obligations for its personnel.

Payment Terms

Contract Price: The total contract price for the services is $ unless otherwise adjusted by written Change Order signed by both parties.

Payment Terms: Invoices submitted by Provider are due and payable within days from the invoice date. Payments shall be made in U.S. dollars by check or electronic transfer unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by law. In addition, Provider may charge a late administrative fee of $ for each late invoice, provided that Provider gives Client written notice of late payment and an opportunity to cure.

Term and Termination

Term: This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party not less than days prior to the effective date of termination. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("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 business plans, financial data, trade secrets, and technical information.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care 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, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by Receiving Party without reference to Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates in any lawful effort to limit disclosure.

Survival: The confidentiality obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Representations; Indemnity; Insurance

Each party represents that it has the full corporate power and authority to enter into this Agreement. Provider shall perform services in compliance with applicable laws and shall maintain insurance customary for its industry. Provider shall indemnify and hold harmless Client from third-party claims arising from Provider's negligence or willful misconduct in performing the services, subject to applicable limits and defenses.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to conflict of laws principles that would apply the law of another jurisdiction.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiations between senior executives. If unresolved within thirty (30) days, either party may pursue any remedy available at law or in equity.

Entire Agreement and Miscellaneous

Entire Agreement: This Agreement, including any Exhibits or Change Orders signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether oral or written.

Amendment; Waiver: No amendment or waiver shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right shall not constitute a waiver of that or any other right.

Assignment: 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 sale of substantially all its assets.

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