Business Document Pages

BUSINESS DOCUMENT PAGES

Recitals

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

WHEREAS, Client Name: , a business organized for the purpose of conducting commercial activities; and

WHEREAS, Contractor Name: , possesses the experience and capability to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Contractor will perform services for the Client.

Scope of Work

Contractor shall perform the services and deliverables as described below. The scope may be amended only by written agreement signed by both parties.

Payment Terms

Client agrees to pay Contractor in accordance with the schedule and amounts set forth below. All fees are in lawful currency and exclusive of any taxes unless otherwise stated.

Late payments shall incur a late fee equal to % per month on outstanding balances, or the maximum lawful rate if lower. Client is responsible for reasonable collection costs, including attorneys' fees, on overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Termination for cause may occur immediately upon written notice where the other party materially breaches this Agreement and fails to cure such breach within a reasonable cure period of no less than 15 days following receipt of written notice.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes public through no breach by the receiving party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; or (c) is independently developed without use of the disclosing party's Confidential Information. The receiving party shall restrict disclosure of Confidential Information to employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Intellectual Property

Unless expressly agreed in writing, Contractor retains all ownership rights and intellectual property in methods, processes and materials existing prior to or developed independently of this Agreement. Client is granted a non-exclusive, non-transferable license to use deliverables solely for its internal business purposes upon full payment. Any transfer of ownership of deliverables must be expressly documented in writing and may require additional compensation.

Indemnification and Liability

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors and employees from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct. Except for liability arising from breach of Confidentiality or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Contractor under this Agreement during the twelve (12) month period preceding the claim.

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 law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes.

Entire Agreement and Amendments

This Agreement, together with all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or overnight courier, and shall be effective upon receipt.

Additional Provisions

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid provision will be reformed to the maximum extent permitted by law.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Counterparts and Electronic Signatures: This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Signatures transmitted by electronic means in portable document format (PDF) or by facsimile shall have the same force and effect as original signatures.

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