Business Document Laroche

BUSINESS DOCUMENT LAROCHE

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

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business and consulting services as set forth herein; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and authority to perform such services and is willing to provide the services under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the services described below and such additional tasks as the parties may agree in writing. Service Provider shall perform services with due professional care, in accordance with industry standards and applicable laws.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimburse reasonable expenses as set forth below. All fees shall be payable in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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 publicly known through no breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed without use of the other party's Confidential Information, or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates to seek a protective order.

Each party shall: (i) keep Confidential Information strictly confidential; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) limit disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination or written request, the receiving party shall return or destroy Confidential Information and provide written certification of such destruction if requested.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or breach of intellectual property rights, neither party shall be liable for indirect, incidental, consequential or punitive damages. The aggregate liability of each party arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and executed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an acquirer of substantially all of its business or assets. If any provision of this Agreement is held invalid, the remaining provisions will remain in full force and effect.

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