Business Document LHM

BUSINESS DOCUMENT LHM

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

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain services described herein and Service Provider represents that it has the expertise, personnel and resources necessary to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties intend for this Agreement to set forth the terms and conditions under which Service Provider will deliver services and Client will pay for such services, including specifications, deliverables and schedules described in the Scope of Work.

WHEREAS, the parties agree that the obligations created by this Agreement are binding and enforceable according to their terms.

SCOPE OF WORK

Service Provider shall perform the work described below in a professional manner consistent with industry standards. Deliverables, milestones and acceptance criteria are set forth as follows.

PAYMENT TERMS

In consideration for the services, Client shall pay Service Provider the fees and expenses as set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted by Service Provider in writing and are payable within days of receipt unless otherwise agreed. Late payments shall incur a late fee equal to on the outstanding balance, plus any collection costs and reasonable attorney fees incurred in enforcing payment.

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 convenience upon providing the other party with days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice of the breach.

Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination. Upon termination, Service Provider shall deliver to Client all work in progress and completed deliverables, and Client shall pay all undisputed amounts due within the invoice terms.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is identified as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except with respect to Confidential Information that qualifies as a trade secret under applicable law, for which protection shall continue as 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 conflicts of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that state, and the parties submit to the exclusive jurisdiction of those courts.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, 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 to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

The parties acknowledge that they have read and understand this Agreement, that they are authorized to execute this Agreement on behalf of the party for which they sign, and that this Agreement is delivered and accepted electronically or in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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