Business Document L AK

BUSINESS DOCUMENT L AK

Parties and Effective Date

This General Business Agreement ("Agreement") is entered into as of (the Effective Date), by and between (Client) and (Contractor).

WHEREAS

WHEREAS, Client desires to engage Contractor to perform certain services described herein, and Contractor has the expertise and capacity to perform such services on the terms set forth in this Agreement;

WHEREAS, the parties intend for this Agreement to define the scope, payment terms, confidentiality obligations and the respective rights and remedies of the parties with respect to the services to be rendered;

WHEREAS, the parties agree that this Agreement represents the complete and binding agreement between Client and Contractor concerning the subject matter hereof.

Scope of Work

Contractor shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties acknowledge that specific deliverables, milestones and acceptance criteria are set forth in the Scope of Work field.

Payment Terms

Client shall pay Contractor the fees set forth below in consideration for the performance of the Scope of Work. All fees are exclusive of taxes unless otherwise stated.

Invoices are due within days of invoice receipt. Late payments shall accrue interest at a rate of percent per month (or the maximum lawful rate if less). Client shall also reimburse Contractor for reasonable collection costs, including attorneys' fees, if payment is not made when due.

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 written notice to the other party delivered no less than days prior to the effective termination date. Either party may terminate for material breach if such breach remains uncured thirty (30) days after receipt of written notice describing the breach in reasonable detail. Termination shall not relieve Client of its obligation to pay for services properly performed prior to termination.

Confidentiality

Each party (the “Receiving Party”) shall maintain in confidence all proprietary or confidential information disclosed by the other party (the “Disclosing Party”) and shall not use such information except to perform its obligations under this Agreement. Confidential information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) was known to the Receiving Party prior to disclosure; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

The parties agree that confidentiality obligations set forth herein shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

Parties acknowledge and agree to the confidentiality obligations stated above.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the federal and state courts located in that State for resolution of disputes.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties related to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

The undersigned acknowledge that they have read, understand and agree to be bound by the terms of this Agreement.

Additional Provisions

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