Business Document Group Inc

GENERAL BUSINESS AGREEMENT

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional document drafting, advisory, consulting and related services and has the experience and capability to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform certain services described herein and Service Provider desires to perform such services on the terms and subject to the conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to set forth the parties' respective rights and obligations with respect to the Services and to allocate risk between the parties as expressly provided herein.

SCOPE OF WORK

Service Provider shall perform the services described above in a timely and professional manner consistent with industry standards. Any material change to the Scope of Work shall be implemented only by a written amendment signed by both parties, which shall include adjustments to fees and schedule where appropriate.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay invoices within days of receipt. Payments not received when due shall bear interest at the rate of (or the maximum lawful rate, if lower), and Client shall be responsible for all reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing the other party the notice set forth above. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice of the breach. Termination shall not relieve Client of the obligation to pay for Services performed and costs incurred through the effective date of termination, plus any reasonable wind-up costs.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and shall not disclose or use any non-public proprietary information disclosed by the other party (Disclosing Party) except as necessary to perform its obligations under this Agreement. Confidential information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by Receiving Party; (ii) was known to Receiving Party prior to disclosure by Disclosing Party; or (iii) is rightfully received by Receiving Party from a third party without restriction on disclosure.

The obligations in this Section shall survive termination of this Agreement for a period of from the date of termination, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

RELATIONSHIP OF THE PARTIES

Service Provider is engaged as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee or agency relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations with respect to payments made hereunder.

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by an authorized representative of each party.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of law.

NOTICES

Notices shall be in writing and delivered by personal delivery, certified mail, or overnight courier to the addresses set forth above, or to such other address as either party may designate by written notice in accordance with this Section.

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