Business Document Cimaglia

BUSINESS DOCUMENT CIMAGLIA

This General Business Agreement (the Agreement) is entered into effective as of (Effective Date) by and between:

Company Name:

Company Address:

Service Provider Name:

Service Provider Address:

Recitals

WHEREAS, Company desires to engage Service Provider to perform certain business services described herein, and Service Provider represents that it has the skill, experience and ability to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth their entire agreement regarding the provision of such services, including scope, payment, confidentiality, term and termination; and

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

1. Scope of Work

Service Provider shall perform the services with reasonable care, in accordance with industry standards and in compliance with all applicable laws. Service Provider shall provide periodic progress reports upon Company request and shall comply with Company policies provided in writing prior to performance.

2. Payment Terms

Unless otherwise set forth in the Payment Schedule, Company shall pay Service Provider the Contract Amount in the manner set forth above. Payments are due within days of invoice receipt.

Unpaid amounts shall incur a late fee of % per month (or the maximum permitted by law, if less), commencing after a grace period of days from invoice due date.

3. Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Termination for convenience by either party requires prior written notice in accordance with the Termination Notice Period.

4. Confidentiality

For purposes of this Agreement, Confidential Information means nonpublic information disclosed by one party to the other that is designated as confidential or that, by its nature, ought reasonably to be treated as confidential. Confidential Information excludes information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was already in the receiving party's lawful possession without restriction; (c) is rightfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use the same degree of care to protect Confidential Information as it uses for its own confidential information but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound to protect such information; and (iii) not use Confidential Information except to perform its obligations under this Agreement. These obligations shall survive termination for a period of years, or for such longer period as required for trade secrets under applicable law.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Company all right, title and interest in and to any deliverables, inventions and other works of authorship created specifically for Company under this Agreement. Service Provider retains ownership of its background materials and tools developed independently of this Agreement; Company is granted only a nonexclusive license to any such background materials to the extent incorporated into deliverables.

6. Warranties; Limitation of Liability

Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY AND AS REQUIRED BY LAW, ALL OTHER WARRANTIES ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY COMPANY TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING 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 submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes.

8. Entire Agreement

This Agreement, together with any exhibits or attachments 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, understandings and representations, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or successor in interest. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture, agency or employment relationship.

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