Business Document MIW4

BUSINESS DOCUMENT MIW4

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name: desires to retain the Provider to perform certain services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, capability and personnel necessary to perform the services under this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows.

SCOPE OF WORK

Provider shall perform the services described below in a timely and professional manner consistent with industry standards. Detailed description of services, deliverables, milestones and acceptance criteria shall be set forth by the parties in the space below.

PAYMENT TERMS

Client shall pay Provider the consideration set forth below in U.S. dollars in exchange for satisfactory performance of the Scope of Work. All amounts payable under this Agreement are exclusive of taxes unless otherwise stated. Provider shall submit invoices in accordance with the schedule below and Client shall pay undisputed invoices in full within the number of days specified.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice specifying the nature of the breach. 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, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement; (b) was known to the receiving party prior to disclosure as evidenced by written records; (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.

Each party shall: (i) hold Confidential Information in confidence and not disclose it to any third party except as expressly permitted herein; (ii) use Confidential Information solely to perform under this Agreement; and (iii) take reasonable measures to protect the confidentiality of such information. The receiving party may disclose Confidential Information to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Upon expiration or termination of this Agreement, each party shall promptly return or destroy the other party's Confidential Information and certify such return or destruction upon request. Remedies at law may be inadequate to prevent a breach of this Section; accordingly the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or 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, understandings, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below (or to such other address that a party may designate by notice to the other).

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with its performance under this Agreement.

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