Business Document Forari-Alderman

BUSINESS DOCUMENT FORARI-ALDERMAN

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

PARTIES

RECITALS

WHEREAS, Party A is engaged in the business of providing professional services and possesses certain skills, personnel and resources relevant to the work contemplated by this Agreement;

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

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows.

SCOPE OF WORK

Party A shall perform the services described below in a professional and workmanlike manner in accordance with generally accepted industry standards. Detailed description of services, deliverables, milestones and acceptance criteria are to be set forth by the parties in the field below.

PAYMENT TERMS

In consideration for the performance of the services described herein, Party B shall pay Party A the amounts and in the manner set forth below. All amounts are due in lawful currency of the jurisdiction specified and exclusive of any taxes unless otherwise agreed.

Late payment shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus all costs and expenses (including reasonable attorneys' fees) incurred in the collection of overdue amounts. Party B is responsible for all taxes required to be collected or withheld by law, except taxes imposed on Party A's net income.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in full force and effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Party A shall be entitled to payment for services performed and reimbursable expenses incurred through the effective date of termination, subject to any amounts rightfully withheld by Party B for breach, failure to perform, or setoff.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (Disclosing Party) except as expressly permitted in this Agreement. "Confidential Information" means non-public information disclosed by the Disclosing Party that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of this Agreement; (b) was in the Receiving Party's lawful possession prior to the disclosure by the Disclosing Party; (c) is lawfully received from a third party without restriction on use or disclosure; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The Receiving Party shall use at least the same degree of care in protecting the Disclosing Party's Confidential Information as it uses to protect its own similar confidential information, but in no event less than reasonable care. The parties acknowledge that breach of this Section would cause irreparable harm for which monetary damages may be inadequate and agree that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. The indemnified party shall provide prompt written notice of any claim for which indemnity is sought and shall cooperate in the defense at the indemnifying party's expense.

GOVERNING LAW; DISPUTE RESOLUTION

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 agree that any dispute arising out of or relating to this Agreement will be resolved in the courts of competent jurisdiction located within that State unless the parties mutually agree to arbitration in writing.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments (if any), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below (or to such other address as either party may specify by notice to the other):

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement, and that performance under this Agreement will not violate any applicable law or agreement by which it is bound. Each party further warrants that it will comply with all applicable laws, rules and regulations in the performance of its obligations hereunder.

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