Business Document J30

BUSINESS DOCUMENT J30

This General Business Agreement (Business Document J30) is made effective as of by and between:

Recitals

WHEREAS, Client desires to engage Contractor to perform certain professional services and deliverables as set forth in this Agreement; and

WHEREAS, Contractor represents that it has the skill, experience, personnel and resources necessary to perform such services and deliverables in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will provide the services to Client.

Scope of Work

Contractor shall perform the services and prepare deliverables as described below. The parties acknowledge that any material change to the scope will require a written change order signed by both parties.

Payment Terms

Total Contract Amount: $ . The Client shall pay Contractor in accordance with the schedule and terms below.

Invoices shall be submitted to Client at the address above and are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the rate of on the unpaid balance or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorney fees, if applicable.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice. 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 15 days after receiving written notice specifying the breach.

Upon termination, Contractor shall deliver all work in progress and Client shall pay Contractor for all services performed and reimbursable expenses incurred through the effective date of termination, subject to any offsets permitted by law.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

The receiving party shall hold Confidential Information in strict confidence, shall not disclose it to any third party except as permitted by this Agreement, and shall use it only to perform its obligations. The obligations of confidentiality shall not apply to information that (a) is or becomes publicly available through no breach by the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The confidentiality obligations set forth herein shall continue for years following termination or expiration of this Agreement, unless otherwise required by law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

Representations; Indemnification; Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement. Contractor agrees to perform services in a professional manner consistent with industry standards. Client agrees to provide timely cooperation and information as reasonably required by Contractor.

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising out of the indemnifying party's breach of this Agreement or willful misconduct, except to the extent caused by the indemnified party's negligence or willful misconduct.

Except for liability arising from willful misconduct or a party's indemnification obligations, in no event shall either party be liable for consequential, incidental, special or punitive damages, and the aggregate liability of either party arising out of this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement in the 12 months preceding the event giving rise to the claim.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment or modification of this Agreement must be in writing signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as either party may designate by written notice to the other.

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