Business Document GCA

BUSINESS DOCUMENT GCA

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing the services described in this Agreement and possesses the necessary expertise, personnel and facilities to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform the services on the terms and conditions set forth herein, and Service Provider is willing to provide such services under those terms; and

WHEREAS, the parties intend that this Agreement set forth each party's rights and obligations with respect to the services and related deliverables.

SCOPE OF WORK

Service Provider shall perform the services described above and any related tasks reasonably necessary to deliver the agreed deliverables. Service Provider will provide qualified personnel and shall exercise commercially reasonable efforts to meet any project milestones agreed in writing by the parties.

PAYMENT TERMS

Invoices will be submitted by Service Provider in accordance with the payment schedule. Client shall pay each undisputed invoice within days of Client's receipt of the invoice. All amounts are payable in lawful currency and are exclusive of taxes unless otherwise required by law.

Late Payment: Any amounts not paid when due shall accrue interest at a rate of or the maximum rate permitted by applicable law, whichever is lower. In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice of the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred up to the effective date of termination. Sections regarding Confidentiality, Indemnification, Governing Law and Limitation of Liability shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, 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, including business plans, pricing, technical data, and client information.

Obligation: The receiving party shall (a) use Confidential Information solely for performing its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally known to the public through no breach of this Agreement; (ii) was in the receiving party's possession prior to disclosure as demonstrated by written records; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Required Disclosure: If a receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and cooperate to seek confidential treatment or protective order, at the disclosing party's expense.

INDEMNIFICATION AND LIABILITY

Indemnification: Each party (Indemnitor) agrees to indemnify, defend and hold harmless the other party (Indemnitee) from and against third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Indemnitor's gross negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality obligations, neither party shall be liable for incidental, consequential, exemplary or punitive damages, and each party's aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising from this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral.

Amendments: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of 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 overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or such other address as a party may specify in writing.

Counterparts and Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original, and signatures delivered by electronic means shall be binding.

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