Business Document Idaho

GENERAL BUSINESS AGREEMENT — IDAHO

This General Business Agreement (the "Agreement") is entered into effective as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to retain Provider to perform the services described in this Agreement and Provider represents that it has the expertise, personnel, and resources to perform such services in a professional manner in accordance with the terms set forth below;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance of such services and the business relationship between them.

Scope of Work

Provider shall perform the services described below in a timely, workmanlike, and professional manner consistent with industry standards. The specific tasks, deliverables, milestones, and acceptance criteria are set forth as follows:

Payment Terms

In consideration for the full and satisfactory performance of the Scope of Work, Client shall pay Provider the total compensation set forth below. Provider shall submit itemized invoices in accordance with the payment schedule and Client shall pay undisputed amounts in accordance with this Section.

Invoicing: Provider shall submit invoices to Client, and Client shall pay all undisputed invoices within days of receipt. Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of (or the maximum allowed by law, if less), and Client shall be responsible for all reasonable collection costs and attorneys' fees incurred by Provider to collect overdue amounts.

Term and Termination

Term: The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for services performed and accepted prior to termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether orally or in writing, that is designated 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 as a result of a breach of this Agreement; (b) was already in the receiving party's possession without restriction prior to disclosure; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Obligations: The receiving party shall (i) maintain Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) use Confidential Information solely for the performance of this Agreement. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

Duration: The confidentiality obligations shall survive for from the date of disclosure, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Idaho for any action arising out of or related to this Agreement.

Indemnification; Limitation of Liability

Each party shall defend, indemnify and hold harmless the other party from and against claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligent acts or omissions. Except for liability resulting from gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability for direct damages arising under this Agreement shall exceed the amount of fees actually paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Entire Agreement; Amendments

This Agreement, together with any exhibits 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 negotiations, representations, and agreements, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided that the assignee assumes all obligations hereunder.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notices shall be deemed given upon personal delivery, three days after deposit in the U.S. mail, or one day after dispatch by overnight courier.

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