Business Document EGM

BUSINESS DOCUMENT EGM

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

Client Name:    Client Address:

Service Provider Name:    Provider Address:

RECITALS (WHEREAS)

WHEREAS, Client engages Service Provider to perform certain services relating to (the Work); and

WHEREAS, Service Provider has the experience, personnel and resources necessary to perform the Work and is willing to provide such services to Client under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . Client shall pay Service Provider pursuant to the following schedule:

Invoicing: Service Provider will submit invoices to Client on or after completion of each milestone or monthly in arrears, as indicated:

Payment Terms: Invoices are due within days of invoice receipt. Late payments shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law.

Out-of-pocket expenses reasonably incurred by Service Provider in performance of the Work will be reimbursed by Client provided such expenses are pre-approved in writing and invoiced with supporting documentation.

TERM AND TERMINATION

Term Commencement Date: . Expected Termination Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days following written notice of such breach.

CONFIDENTIALITY

Definition: For purposes of this Agreement, Confidential Information means any non-public information disclosed by a disclosing party to the receiving party, whether in written, oral or electronic 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 includes, but is not limited to, business plans, financial data, trade secrets, customer lists, and technical information.

Obligations: The receiving party shall: (i) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses for its own confidential information, but in no event less than reasonable 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 at least as protective as those in this Agreement.

Exclusions: Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Agreement by the receiving party; (b) was known by the receiving party prior to disclosure as evidenced by written records; (c) is rightfully obtained from a third party without restriction and without breach of a confidentiality obligation; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

Remedies: The parties agree that a breach of this Confidentiality provision would cause irreparable harm for which monetary damages may be inadequate and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments and exhibits specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

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