Business Document Equispheres

Business Document Equispheres

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

Party A — Name:    Address:

Party B — Name:    Address:

RECITALS

WHEREAS, Party A is engaged in the business of furnishing technical, consulting and related business development services in the area identified in the Scope of Work below; and

WHEREAS, Party B desires to retain Party A to perform certain services under the terms and conditions set forth in this Agreement, and Party A is willing to perform such services for Party B;

WHEREAS, the parties intend that this Agreement memorialize the terms, performance standards, compensation, and confidentiality obligations between them.

SCOPE OF WORK

Party A shall provide services and deliverables as described below. Party A shall perform such services in a professional manner consistent with industry standards. Specific deliverables, milestones and acceptance criteria are set forth in the Scope of Work.

PAYMENT TERMS

In consideration for the Services, Party B shall pay Party A the fees and expenses set forth below. Unless otherwise stated, amounts are payable in United States dollars.

All undisputed invoices are due in accordance with the Payment Schedule. Disputed charges must be raised in writing within 15 days of receipt; the parties shall negotiate in good faith to resolve any dispute. If Party B fails to pay undisputed amounts when due, Party A may suspend performance after seven (7) days' written notice.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination for convenience by either party requires the delivering of written notice and payment of all accrued fees and reasonable non-cancellable costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or by its nature would reasonably be considered confidential. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) use Confidential Information solely to perform obligations under this Agreement; (ii) restrict disclosure to employees, contractors or agents with a legitimate need-to-know and who are bound by confidentiality obligations no less protective than those herein; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. These obligations survive termination for a period of three (3) years, except that trade secrets shall remain protected for so long as they meet statutory definitions of trade secret.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict-of-laws principles. The parties agree that exclusive jurisdiction and venue for any dispute arising under this Agreement shall lie with the state and federal courts located in the chosen jurisdiction, subject to any mandatory arbitration obligations agreed in writing elsewhere in this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to reflect the parties' intent to the maximum extent permitted by law. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets. No waiver of any breach shall constitute a waiver of any other breach.

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