Business Document Prairie Creek

BUSINESS DOCUMENT PRAIRIE CREEK

Parties and Effective Date

This General Business Agreement (the Agreement) is entered into by and between Company Name: with principal place of business at , and Service Provider Name: , with principal place of business at .

Effective Date: . The parties agree as follows.

Recitals

WHEREAS, Company engages in operations at Prairie Creek and seeks to retain Service Provider to perform services described herein; and

WHEREAS, Service Provider has represented that it possesses the requisite experience, personnel, equipment and licenses to perform the services; and

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

Scope of Work

Service Provider shall provide the services, labor, materials and deliverables described below in a professional and workmanlike manner consistent with industry standards. The scope shall include, at a minimum, the tasks, milestones, and acceptance criteria set forth by the parties.

Payment Terms

Company shall pay Service Provider the fees specified below in exchange for completed services in accordance with this Agreement. All fees are payable in United States dollars unless otherwise agreed in writing.

Any undisputed amount not paid within thirty (30) days after the invoice due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Company shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to recover overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. In addition, either party may terminate immediately for material breach if the breach is not cured within ten (10) days after written notice specifying the breach. Upon termination, Company shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include information that (i) is or becomes generally known to the public without breach of this Agreement by the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) limit disclosure of Confidential Information to those of its employees, agents or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those herein; and (c) use at least reasonable care to protect such Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and agree that the disclosing party shall be entitled to seek injunctive relief, specific performance and any other equitable remedies in addition to any other remedies available at 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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including all schedules 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, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith a valid substitute provision that most nearly reflects the parties' original intent.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or in connection with a sale of substantially all of its assets. The parties are independent contractors and nothing herein creates an employment, partnership, joint venture or agency relationship.

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other.

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