Business Document Harris

BUSINESS DOCUMENT HARRIS

This General Business Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Client engages Service Provider to perform certain business, consulting, and project services described herein, and Service Provider has agreed to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms governing the scope, compensation, confidentiality, term, and other material provisions applicable to the performance of the services; and

WHEREAS, the parties intend for this Agreement to constitute the complete and exclusive statement of their agreement with respect to the subject matter hereof.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that any material change to the scope shall require a written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

Compensation shall be as follows. Unless otherwise agreed in writing, Client shall pay Service Provider the fees set forth below in lawful currency.

Invoices are due and payable within days of receipt. Overdue amounts shall bear interest at a rate of % per month (or the maximum lawful rate if lower). Client shall also reimburse Service Provider for all reasonable and pre-approved out-of-pocket expenses incurred in connection with performance.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may immediately terminate this Agreement for material breach if such breach is not cured within thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that, under the circumstances, should reasonably be understood to be confidential. Confidential Information excludes information that (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was in the Receiving Party's lawful possession prior to receipt from the Disclosing Party without restriction on disclosure; (c) is received by the Receiving Party from a third party without restriction and without breach of a nondisclosure obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (ii) limit disclosure of Confidential Information to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. The obligations in this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue as required by applicable law. The Receiving Party may disclose Confidential Information as required by law, regulation, or court order provided it gives the Disclosing Party prompt written notice and cooperates to seek appropriate protective measures.

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 the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign its rights or delegate its obligations under 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. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of either party to enforce any right hereunder shall not be deemed a waiver of such right.

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