Business Document Holdings Ltd

BUSINESS DOCUMENT HOLDINGS LTD — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of Day: Month: Year: by and between Company Name: and Other Party Name: .

WHEREAS

WHEREAS, Business Document Holdings Ltd is engaged in providing document management, advisory services, records storage, and related business support services (collectively, the "Services");

WHEREAS, Other Party desires to engage Company to perform certain Services described in this Agreement and Company is willing to perform such Services under the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth their entire agreement with respect to the subject matter hereof.

SCOPE OF WORK

Company shall perform the Services described below in a professional and workmanlike manner consistent with industry standards. The specific scope, deliverables, and milestones are set forth by the parties as follows:

PAYMENT TERMS

In consideration for the Services, Other Party shall pay Company the fees and expenses as set forth below. All payments are due in accordance with the invoice terms and subject to the late fee provision stated herein.

Invoices are payable within days of receipt unless otherwise agreed in writing. Late payments shall bear interest at the lesser of or the maximum rate permitted by applicable law. All taxes, duties and similar governmental assessments shall be the responsibility of the party required to pay them by law.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause by providing the other party with written notice at least days prior to the intended 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, Other Party shall pay Company for all Services performed and expenses incurred through the effective date of termination and shall return or destroy Confidential Information in accordance with this Agreement.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; 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) protect the disclosing party's 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; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by written confidentiality obligations at least as protective as those herein.

The obligations in this Section shall survive termination of this Agreement for a period of from the date of disclosure. Notwithstanding the foregoing, trade secrets shall remain protected for as long as they qualify as trade secret under applicable law. The parties acknowledge that any unauthorized disclosure may cause irreparable harm and agree that injunctive relief is an appropriate remedy in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, together with any exhibits or attachments hereto, 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 written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign this Agreement without consent to an affiliate or to a purchaser of substantially all of its business or assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

PARTIES' CONTACT INFORMATION

Corporation LLC Individual Other

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