Business Document R00

Business Document R00

THIS GENERAL BUSINESS AGREEMENT ("Agreement") is entered into as of by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain professional services described herein and Contractor represents that it has the skill, experience and qualifications to provide such services on the terms set forth in this Agreement;

WHEREAS, Contractor agrees to perform the services for compensation and subject to the terms, conditions, covenants and representations contained in this Agreement; and

WHEREAS, the parties desire to reduce their agreement to writing and set forth the respective rights and obligations of each party.

SCOPE OF WORK

Contractor shall provide the professional services and deliverables described below. Contractor will perform the services in a timely, workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the services rendered by Contractor, Client shall pay Contractor the amounts and in accordance with the schedule set forth below. All amounts are payable in lawful currency unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement commences on the Start Date set forth below and continues until the End Date or until earlier terminated as provided in this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period specified above after receipt of written notice specifying the breach. Client may terminate for convenience upon providing the above notice period; if Client terminates for convenience, Contractor shall be paid for services performed and reasonable costs incurred to the date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a party in connection with this Agreement, whether disclosed orally or in writing. Each recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the recipient; (ii) was rightfully in recipient's possession prior to receipt from the discloser; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of the Confidential Information. Upon termination or written request, recipient will promptly return or destroy discloser's confidential materials and certify such destruction upon request.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the state identified below without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

Assignment: Neither party may assign or delegate this Agreement or any right or obligation hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer of control.

Independent Contractor: Contractor is an independent contractor and not an employee, agent or partner of Client. Contractor shall be solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort, including those of its employees and subcontractors.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct or negligent performance of its duties hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses provided by the parties.

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