Business Document DEMARCO

Business Document DEMARCO

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

Recitals

WHEREAS, Service Provider represents that it has professional expertise and experience in providing the services described in this Agreement and is willing to provide such services to Client under the terms set forth herein; and

WHEREAS, Client desires to retain Service Provider to perform the services specified in this Agreement and Service Provider agrees to provide such services on the terms and conditions set forth below; and

WHEREAS, the parties intend for this Agreement to set forth the complete understanding of their obligations with respect to the subject matter hereof.

Scope of Work

Service Provider shall perform the services described below. The parties acknowledge that the description is intended to set out principal tasks and deliverables; Service Provider shall perform such additional incidental tasks as are reasonably necessary to accomplish the deliverables.

Payment Terms

Client shall pay Service Provider in accordance with the terms below. All payments shall be made in lawful currency and are non-refundable except as otherwise expressly provided in this Agreement.

Invoicing: Service Provider shall submit invoices in accordance with the payment schedule above. Client shall remit payment within days of receipt of each undisputed invoice. Disputed portions of an invoice shall be notified in writing within the same period, and the undisputed portion shall be paid as required.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by law, calculated daily from the due date until paid. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

Term: The term of this Agreement shall commence on the Start Date and continue through the End Date unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice to the other party at least days prior to the effective termination date. 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 the breach within fifteen (15) days after receipt of written notice specifying the breach.

Confidentiality

Each party (Receiving Party) shall maintain in confidence all non-public, proprietary, or business information disclosed by the other party (Disclosing Party) and marked or identified as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, (b) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party that is not known to be under an obligation of confidentiality with respect to such information, or (c) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

Confidentiality Period: The obligations of confidentiality shall continue for years following termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

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 law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

Entire Agreement; Miscellaneous

This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, 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.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions will continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets or other change of control, provided that the assigning party gives prompt written notice to the non-assigning party.

Notices

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or to such other address as either party may designate by notice to the other.

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