Business Document Hein

DOCUMENT NAME

Business Document Hein — General Business Agreement

This General Business Agreement (Agreement) is entered into as of Effective Date: , by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional goods and services described below and represents that it has the skill, personnel and capacity to perform the services; and

WHEREAS, Client desires to engage Service Provider to perform the services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms governing their respective rights and obligations with respect to the services and compensation.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in accordance with the schedule and specifications set forth herein. Service Provider shall use commercially reasonable efforts, qualified personnel, and appropriate industry standards in performing the services.

PAYMENT TERMS

Client shall pay Service Provider the compensation set forth below in consideration of the services and deliverables. All sums are payable in lawful currency of the United States unless otherwise agreed in writing.

Invoices shall be rendered by Service Provider in accordance with the Payment Schedule. Payment is due within days of receipt of a correct invoice. Unless otherwise stated, amounts not paid when due shall accrue interest at the rate set forth below.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means any non-public information disclosed by either party to the other, whether oral, written, electronic or tangible, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, pricing, technical data, designs, trade secrets and customer information.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those of its employees, contractors and agents who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. If the receiving party is compelled by law to disclose Confidential Information, it shall provide prompt notice to the disclosing party and cooperate to seek a protective order or other appropriate remedy.

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 principles. The parties agree that any litigation arising out of or relating to this Agreement shall be brought in the state or federal courts located within that state, and each party irrevocably submits to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a party may designate by written notice to the other).

MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, provided that Service Provider may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction without Client's consent so long as the assignee assumes the assigning party's obligations hereunder.

Indemnification: 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) resulting from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

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