Business Document L2

BUSINESS DOCUMENT L2 — GENERAL BUSINESS AGREEMENT

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

RECITALS

WHEREAS, Client requires certain business services and deliverables as described herein, and Provider has represented that it possesses the expertise, personnel, and resources necessary to perform such services in a professional manner; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider; and

WHEREAS, the Parties intend that this Agreement constitute the complete and exclusive statement of the terms of their agreement with respect to the subject matter hereof.

SCOPE OF WORK

Provider shall perform the specific services and deliver the work product described below. Provider shall perform all services in a timely, professional manner in accordance with industry standards and applicable law.

PAYMENT TERMS

Client shall pay Provider for the performance of the Scope of Work as set forth below. Unless otherwise agreed in writing, all fees are due in United States dollars and are exclusive of taxes for which Client is responsible.

Invoices shall be rendered in accordance with the Payment Schedule and are payable within days of receipt by Client. Late payments shall accrue interest at: or the maximum lawful rate, whichever is less.

Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance. Reimbursable expenses shall be documented and invoiced in accordance with Provider's ordinary billing practices.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as set forth herein.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered not less than days prior to the effective date of termination. Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other Party, whether disclosed orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood 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 known to the receiving Party prior to disclosure, (c) is received from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

The receiving Party shall: (i) protect 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 for performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. If the receiving Party is compelled by law or order to disclose Confidential Information, it shall provide the disclosing Party prompt written notice (to the extent permitted) and reasonably cooperate with any attempt to obtain confidential treatment or a protective order.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment or modification of this Agreement shall be effective only if in writing and signed by authorized representatives of both Parties.

INDEMNIFICATION; LIMITATION

Each Party shall indemnify and hold harmless the other Party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence, or willful misconduct. Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for indirect, incidental, special, punitive, or consequential damages.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either 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. The Parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture or employment relationship between the Parties. Neither Party may assign this Agreement without the prior written consent of the other Party, except that a Party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

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