Business Document De Crisbernal

BUSINESS DOCUMENT DE CRISBERNAL

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

WHEREAS

WHEREAS, Client requires certain professional services and deliverables as further described below; and

WHEREAS, Provider represents that it has the experience, qualifications and resources necessary to perform the services specified in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services for Client.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Provider will perform the services and deliver the work product described below. Provider shall perform services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

The total contract price for the services described in this Agreement shall be: $

Invoices shall be submitted by Provider to Client in accordance with the Payment Schedule. Unless otherwise stated, invoices are due and payable within days of receipt.

Late payments shall accrue interest at a rate of % per month, compounded monthly, or a minimum late charge of $ , whichever is greater.

All fees are exclusive of taxes, duties or similar charges. Client shall be responsible for sales, use, value-added and other taxes arising from the transactions under this Agreement, except for taxes based on Provider's net income.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

Notwithstanding the foregoing, either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 15 days after receipt of written notice of the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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. Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party, (b) was lawfully in the receiving party's possession prior to disclosure, or (c) is rightfully received from a third party without restriction.

Each party shall (i) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, but no less than a reasonable degree of care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Provider shall retain ownership of its pre-existing materials, tools and methodologies. Upon full payment of amounts due, Provider grants Client a perpetual, non-exclusive license to use deliverables specifically created for Client under this Agreement, subject to Client's compliance with this Agreement.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims resulting from the indemnifying party's breach of this Agreement or negligent acts or omissions. EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM AROSE.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. 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 set forth in this Agreement or to such other address as a party may designate by notice. Notices shall be deemed given when delivered personally, sent by confirmed overnight courier, or three (3) days after deposit in the U.S. mail, certified or registered, return receipt requested.

SEVERABILITY; WAIVER

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right.

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