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GENERAL BUSINESS AGREEMENT

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

RECITALS

WHEREAS, Client requires certain business services described herein and desires to retain Provider to perform those services under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, skill and personnel necessary to provide the services and is willing to provide such services to Client on the terms contained in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The specific tasks, deliverables, milestones and acceptance criteria are set forth as follows:

2. PAYMENT TERMS

As full compensation for the services performed under this Agreement, Client shall pay Provider the fees and according to the schedule described below.

Invoices shall be due and payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at a rate of on the unpaid balance, and Client shall be responsible for all reasonable costs of collection, including attorneys' fees.

3. 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 convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means any non-public 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 and the circumstances of disclosure. Each party agrees to: (a) protect Confidential Information of the other with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information only for the purposes of performing this Agreement; and (c) not disclose Confidential Information to any third party except to those 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.

Confidential Information does not include information that (i) is or becomes generally available to the public other than by a breach of this Agreement, (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party without reference to Confidential Information. The obligations of confidentiality survive termination for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of all methodologies, tools, software, templates and materials used or developed by Provider prior to or independently of this Agreement. Client will own all deliverables expressly identified in the Scope of Work as "work made for hire" and specifically created for Client under this Agreement upon full payment. To the extent any deliverable does not qualify as work made for hire, Provider hereby assigns to Client all right, title and interest in and to such deliverables, subject to Provider's rights in pre-existing materials and general know-how.

6. INDEPENDENT CONTRACTOR; INDEMNIFICATION

Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture or agency relationship between the parties. Provider shall be solely responsible for payment of all taxes and benefits for its employees and contractors.

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, agents and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct, breach of this Agreement, or violation of applicable law.

7. LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct, fraud, or indemnification obligations, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages, or for lost profits, even if advised of the possibility of such damages. Each party's aggregate liability for claims arising under this Agreement shall not exceed the fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested, to the addresses set forth below or such other address as a party may designate by notice in accordance with this Section.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any action arising out of or relating to this Agreement.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications. No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by authorized representatives of both parties.

11. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith a valid provision that most nearly effects the original intent of the invalid provision. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets.

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