Business Document FONTANA AVENUE

BUSINESS DOCUMENT FONTANA AVENUE

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

RECITALS

WHEREAS, Client desires to obtain certain business services in connection with the operation, management, or improvement of Client's commercial interests located on or associated with the property commonly referred to as Fontana Avenue; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services described herein and is willing to perform such services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the scope of work, compensation, confidentiality, and other matters in a written agreement.

SCOPE OF WORK

Service Provider shall provide the services, deliverables and related work described below. Service Provider shall perform the services in a professional and workmanlike manner in accordance with industry standards and the schedules agreed by the parties.

PAYMENT TERMS

In consideration for the performance of the services, Client shall pay Service Provider the amounts and on the schedule described below. All payments are due in U.S. Dollars and are exclusive of taxes unless otherwise stated.

Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise stated, all undisputed invoices shall be due and payable within the number of days specified in the Payment Schedule. Client agrees to pay interest on overdue amounts at the rate specified above or, if none is specified, at the lesser of 1.5% per month or the maximum rate permitted by law. If Client disputes an invoice in good faith, Client shall promptly notify Service Provider in writing and the parties shall attempt to resolve the dispute in accordance with the dispute resolution provisions of this Agreement.

TERM AND TERMINATION

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 cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within the notice period specified above. Client may also terminate this Agreement for convenience upon providing the notice required above and upon payment of any amounts due for services performed and reasonable wind-down costs incurred by Service Provider through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party 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. Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use the Confidential Information solely for the performance of its obligations under this Agreement, and (iii) restrict disclosure of Confidential Information to those employees, agents or subcontractors who need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party, (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party, (c) is rightfully received from a third party without a duty of confidentiality, or (d) is independently developed without use of the disclosing party's Confidential Information. Upon termination of this Agreement, each party shall return or destroy the other party's Confidential Information as requested.

LIMITATION OF LIABILITY & INSURANCE

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided and provide certificates of insurance upon Client's request.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense and settlement of such claims.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto and any written change orders executed by the parties, 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 of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

NOTICES

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