Business Document Korner

BUSINESS DOCUMENT KORNER — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the "Agreement") is entered into as of by and between:

Client Name:     Service Provider Name:

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services as described herein, and Service Provider has the skill and experience necessary to provide such services under the terms set forth in this Agreement.

WHEREAS, the parties desire to set forth their respective duties, compensation, confidentiality obligations, and other terms governing the relationship in a written Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services and deliverables described below (the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

As full compensation for the Services, Client shall pay Service Provider in accordance with the terms below. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

If any undisputed amount due under this Agreement is not paid within the period set forth above, Client shall pay a late fee of on the overdue balance, compounded monthly, or the maximum permitted by applicable law, whichever is less.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least prior to the effective date of termination. Termination for material breach by either party shall be effective immediately upon written notice if the breaching party fails to cure within thirty (30) days of receipt of notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work products and reasonably cooperate to transfer work to Client or its designee. Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by either party to the other, whether oral, written, electronic, or observed, 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.

Each party shall (a) hold the other party's Confidential Information in strict confidence, (b) use such Confidential Information solely to exercise its rights and perform its obligations under this Agreement, and (c) restrict disclosure to employees, contractors, and advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that (i) is or becomes generally known to the public through no act or omission of the receiving party, (ii) is independently developed by the receiving party without use of Confidential Information, or (iii) is rightfully received from a third party without breach of obligation of confidentiality. The obligations in this section survive termination for a period of years.

5. REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that Services will be performed in a professional manner consistent with industry standards.

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, agents and employees from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

6. ASSIGNMENT

Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

7. 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

9. NOTICES

All notices required or permitted hereunder shall be in writing and delivered by hand, commercial courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. Headings are for convenience only and shall not affect interpretation.

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