Business Document Final Draft

BUSINESS DOCUMENT FINAL DRAFT

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Provider"). The Client and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client seeks the furnishing of certain business services and deliverables, and Provider has the expertise and capacity to provide such services under the terms set forth herein; and

WHEREAS, the Parties desire to set forth the scope, compensation, term, confidentiality obligations and other material terms governing their relationship in a written agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below. Provider will use commercially reasonable efforts, consistent with industry standards, to complete the work in accordance with the schedule and specifications agreed by the Parties.

PAYMENT TERMS

In consideration for the services performed under this Agreement, Client shall pay Provider the fees described below. All payments due hereunder shall be made in lawful currency of the United States and are exclusive of taxes unless otherwise required by law.

Late payments shall accrue interest at the rate specified below and Provider may suspend performance for overdue amounts following written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided below.

Either Party may terminate this Agreement for convenience upon written notice delivered at least prior to the intended termination date. Either Party may terminate immediately for material breach by the other Party that remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each Party shall: (a) hold Confidential Information in strict confidence and use it only to perform its obligations under this Agreement; (b) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) take reasonable measures to protect the Confidential Information from unauthorized disclosure. Confidential Information does not include information that is (i) publicly known through no fault of the receiving Party; (ii) rightfully received from a third party without restriction; (iii) independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (iv) required to be disclosed by law, provided the receiving Party provides prompt written notice to the disclosing Party and cooperates in any lawful attempts to limit disclosure.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables delivered under this Agreement for Client's internal business purposes. Provider retains ownership of pre-existing intellectual property and tools used to perform the services. To the extent any deliverable constitutes a work made for hire under applicable law, ownership shall vest in Client; otherwise Provider assigns to Client all right, title and interest in and to deliverables upon full payment of all fees due.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties agree that the state and federal courts located in that State shall have exclusive jurisdiction over disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments 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 and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. 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 merger, acquisition or sale of substantially all of its assets. The Parties are independent contractors and nothing herein shall be construed to create a joint venture, partnership, or agency relationship.

SIGNATURES

The Parties, intending to be legally bound, have executed this Agreement through their duly authorized representatives below.

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