Business Document Lodmil

BUSINESS DOCUMENT LODMIL

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

RECITALS

WHEREAS, Provider is engaged in the business of providing professional services, deliverables and related consultancy, and possesses the necessary expertise, personnel and resources to perform the services described herein;

WHEREAS, Client desires to retain Provider to perform the services described in this Agreement, and Provider is willing to perform such services on the terms and conditions set forth in this Agreement;

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

SCOPE OF WORK

Provider shall perform the services and deliver the work product described below. Provider shall use commercially reasonable efforts to meet the schedule and specifications agreed by the parties.

PAYMENT TERMS

Client shall pay Provider for the services described in this Agreement in the amounts and according to the schedule set forth below. All fees are exclusive of taxes unless otherwise specified. Provider shall invoice Client in accordance with the schedule set forth below, and Client shall pay undisputed invoices in accordance with the Payment Due terms.

Late payments shall accrue interest at the rate of on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on , (the "Effective Date") and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party agrees that it will keep confidential and will not disclose or use Confidential Information of the other party except as necessary to perform under this Agreement. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. The obligations set forth in this section will not apply to information that: (a) is or becomes public other than by breach of this Agreement; (b) was known to the receiving party without obligation of confidentiality prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice and assists in seeking a protective order or other remedy.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise expressly agreed in writing, Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement upon full payment of all fees due. Provider retains all rights in its preexisting materials, tools, methodologies and know-how. For any third-party materials incorporated in deliverables, Provider will obtain and convey to Client appropriate licenses as necessary for Client's intended use.

LIMITATION OF LIABILITY; INDEMNITY

Except for liability arising from a party's gross negligence or willful misconduct or for indemnification obligations, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. Provider's aggregate liability under this Agreement for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the six (6) month period preceding the claim. Client shall indemnify and hold Provider harmless from third-party claims arising from Client-provided materials, Client's misuse of deliverables, or Client's breach of representations and warranties.

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 consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by notice to the other.

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