Business Document LOX_BO

DOCUMENT NAME

THIS GENERAL BUSINESS AGREEMENT (the Agreement) is made effective as of , by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client Name is engaged in the business described in its corporate purposes and desires to retain Contractor Name to perform certain business services on the terms set forth herein;

WHEREAS, Contractor Name represents that it has the skill, experience and capacity to perform the services described in this Agreement and agrees to provide such services under the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

Contractor Name shall perform the services described below for Client Name in a professional manner consistent with industry standards. The parties may attach additional task orders or statements of work which, when signed by both parties, shall be incorporated into this Agreement.

PAYMENT TERMS

Client Name shall compensate Contractor Name for the services rendered in accordance with the following terms:

All sums not paid within the time specified shall accrue interest at the rate set forth above and the prevailing lawful rate if lower. Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Contractor in collecting overdue amounts.

Wire / Bank Transfer    Check    Credit Card

TERM AND TERMINATION

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

Either party may terminate this Agreement upon written notice to the other if the other party materially breaches any provision and fails to cure such breach within the notice period specified above. Upon termination, Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a disclosing party to a receiving party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes business plans, financial data, customer lists, technical data, designs, prototypes, and trade secrets.

The receiving party shall (a) maintain the confidentiality of the Confidential Information using at least the same degree of care it uses to protect its own confidential information, (b) use the Confidential Information solely to perform under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

The obligations in this section do not apply to information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed without using Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with the disclosing party to seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or province indicated below, without regard to conflict of law principles.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any executed statements of work or exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications.

Amendment: No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or successor by merger or sale of substantially all assets.

Independent Contractor: Contractor shall perform services as an independent contractor and not as an employee of Client. Contractor is solely responsible for all employment taxes and benefits for its personnel.

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 designates by notice to the other.

SIGNATURES

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