Business Document Robinson

BUSINESS DOCUMENT ROBINSON

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

Parties

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform business services and deliverables as described in this Agreement; and

WHEREAS, Service Provider represents that it has the professional capability and experience to perform the services and is willing to provide such services to Client under the terms and conditions set forth herein.

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the performance, payment and confidentiality of the services to be provided.

Scope of Work

Service Provider shall perform the services and deliverables described below. The description establishes the minimum scope; changes must be made only by written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider for the services performed in accordance with the following terms.

Invoices are due and payable within days of receipt unless otherwise stated. Payments not received by the due date shall accrue interest at a rate of on the unpaid balance, or the maximum rate permitted by law, whichever is less.

Expenses pre-approved in writing by Client will be reimbursed upon submission of receipts. Service Provider is responsible for all employment, payroll, and withholding taxes unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination, subject to any offsets expressly provided in this Agreement.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party 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 does not include information that is (a) publicly available through no fault of the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) required to be disclosed by law or valid court order, provided the receiving party gives prompt notice and cooperates to seek protective measures.

The receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) limit access to Confidential Information to employees, contractors and agents who have a need to know and are bound to confidentiality obligations no less protective than those herein, and (iii) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality shall survive termination of this Agreement for years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Representations; Independent Contractor; Indemnification

Each party represents that it has full power and authority to enter into this Agreement. Service Provider shall perform services as an independent contractor and not as an employee, agent or partner of Client. Service Provider is responsible for all employment-related obligations of its personnel.

Each party shall indemnify, defend and hold harmless the other party from and against any third party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement, subject to any limitations on liability set forth in this Agreement.

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

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous oral or written agreements, proposals and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets.

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