Business Document Hausmann

BUSINESS DOCUMENT HAUSMANN

This General Business Agreement ("Agreement") is entered into as of by and between Client Name: (hereinafter "Client"), and Service Provider Name: (hereinafter "Provider"). Client and Provider are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain business services described herein and Provider has represented that it has the expertise, personnel and resources to perform such services in accordance with the terms of this Agreement;

WHEREAS, Provider agrees to perform the services for Client under the terms and conditions set forth in this Agreement and to deliver services in a commercially reasonable manner consistent with industry standards; and

WHEREAS, the Parties desire to set forth their rights and obligations with respect to the scope of work, payment, confidentiality and other matters contained herein.

SCOPE OF WORK

Provider shall perform the services and provide the deliverables described below. The Scope of Work shall include all tasks, milestones and deliverables necessary for completion as agreed by the Parties. Any change to the Scope of Work shall be documented in a written change order signed by both Parties and shall specify any adjustments to fees, schedule or deliverables.

PAYMENT TERMS

As full compensation for the services and deliverables provided under this Agreement, Client shall pay Provider in accordance with the following terms.

Invoices shall be submitted by Provider to Client and are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of percent per month (or the maximum permitted by law) plus reasonable collection costs.

All fees are exclusive of taxes. Client is responsible for any sales, use or other taxes imposed upon the transaction, except taxes based on Provider's net income.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon delivering written notice to the other Party at least days prior to the effective termination date. Either Party may terminate immediately for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver all work in progress and Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, subject to any setoffs permitted by this Agreement.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall maintain in confidence and shall not use or disclose any non-public, proprietary or confidential information of the other Party (the "Disclosing Party") obtained in connection with this Agreement, except as necessary to perform its obligations hereunder or as required by applicable law. Confidential information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's confidential information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality shall survive termination of this Agreement for a period of unless a longer period is required by law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from a Party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither Party shall be liable for consequential, incidental, special or punitive damages, and each Party's aggregate liability under this Agreement shall not exceed the total amounts paid or payable by Client to Provider under this Agreement during the twelve (12) month period 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 conflict of law principles. The Parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under or related to this Agreement.

MISCELLANEOUS

Independent Contractor. Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, agency, joint venture or partnership relationship between the Parties.

Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

Notices. All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate in writing.

ENTIRE AGREEMENT

This Agreement, together with any executed change orders or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by both Parties.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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