Business Document Denise Bingaman

BUSINESS DOCUMENT DENISE BINGAMAN

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

and Service Provider:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business and consulting services described herein and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement;

WHEREAS, Service Provider represents that it has the experience, qualifications, and personnel necessary to perform the services in a professional manner consistent with industry standards;

WHEREAS, the parties desire to set forth the terms and conditions governing the performance, payment, confidentiality and termination of such services.

SCOPE OF WORK

Service Provider shall perform the tasks, deliverables and responsibilities described below. The parties acknowledge that any material change to the Scope of Work shall require a written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider in accordance with the following payment terms. All amounts are denominated in US dollars unless otherwise agreed in writing.

Invoices shall be submitted by Service Provider to Client and are due within days of receipt unless otherwise agreed in writing. Late payments shall incur a late fee of per month on the outstanding balance, compounded monthly, or the maximum allowed by law, whichever is less.

TERM AND TERMINATION

The term of 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 prior written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other party, whether written, oral, electronic, or in any other form, 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. Confidential Information excludes information that is: (a) already known to the recipient without obligation of confidentiality; (b) becomes publicly available through no fault of the recipient; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Each party shall: (i) hold the other party's Confidential Information in strict confidence and take reasonable measures to protect it; (ii) not use Confidential Information except for performance under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Upon termination or expiration of this Agreement, each party shall return or destroy the other party's Confidential Information and certify such destruction if requested.

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 submit to the exclusive jurisdiction of courts located within that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and written amendments signed by both 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 understandings, whether written or oral. No modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Neither party shall assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes the assigning party's obligations in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section. Notices are effective upon personal delivery, three (3) days after deposit in the U.S. mail, or upon confirmed electronic delivery to an electronic address provided for notices.

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