Business Document Hamilton

BUSINESS DOCUMENT HAMILTON

THIS GENERAL BUSINESS AGREEMENT ("Agreement") is made and entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Service Provider is duly organized and authorized to provide the professional services described in this Agreement and possesses the necessary expertise, personnel and resources to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform services in accordance with the terms and conditions set forth herein, and Service Provider agrees to perform such services for the compensation and on the terms stated in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the full understanding of their respective rights and obligations with respect to the services to be provided, including payment, confidentiality, and termination provisions.

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the Services as follows. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

All invoices not disputed in good faith within ten (10) days of receipt shall be deemed accepted. In addition to late fees specified above, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting past-due amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice 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, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work product completed up to the effective date of termination, subject to payment of all amounts then due.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

The Receiving Party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure of Confidential Information to those employees, agents or subcontractors having a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable steps to protect the Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that (i) is or becomes generally known through no wrongful act of the Receiving Party, (ii) was rightfully in the Receiving Party's possession prior to disclosure, or (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or at the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing the destruction or return. The Receiving Party acknowledges that monetary damages may be inadequate to remedy a breach of this Section and that injunctive relief may be sought in addition to other remedies.

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 rules. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations. No amendment, modification or waiver shall be effective unless in writing and signed by an authorized representative of each party.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any provision shall not constitute a waiver of that provision or right.

NOTICES

Notices required under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by written notice.

MISCELLANEOUS PROVISIONS

The parties are independent contractors and nothing in this Agreement shall create an employment, partnership, joint venture or agency relationship. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business assets.

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