Business Document SB Simpson

BUSINESS DOCUMENT SB SIMPSON

Parties and Recitals

This General Business Agreement (the Agreement) is entered into as of the date executed below by and between Client Name: , a business organized at Address: , and Service Provider Name: , with principal address: .

WHEREAS, Client desires to engage Service Provider to perform the services described herein and Service Provider accepts such engagement under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that the relationship created by this Agreement shall be that of independent contracting parties and that neither party shall be deemed an agent, partner, joint venturer, or employee of the other; and

WHEREAS, the parties desire to set forth the terms, conditions and obligations governing the Services, Payment, confidentiality and termination of their relationship.

Scope of Work

Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Work must be agreed in writing by authorized representatives of both parties and shall be subject to adjustment of Fees and Schedule in accordance with Section Payment Terms.

Payment Terms

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule and are due and payable within days of receipt unless otherwise agreed in writing. All payments shall be made in United States Dollars unless otherwise agreed.

Any undisputed amount not paid within the period above shall accrue interest at a rate of % per month (or the maximum lawful rate, if lower). Service Provider may suspend performance if undisputed invoices remain unpaid for more than days following written notice of nonpayment.

Term and Termination

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

Either party may terminate this Agreement without cause upon giving 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 30 days after receipt of written notice specifying the breach. Termination for convenience will not relieve Client of its obligation to pay for Services performed and expenses reasonably incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by a party in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall: (a) keep Confidential Information strictly confidential; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) disclose Confidential Information only to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party as demonstrated by written records; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of or reference to the Confidential Information.

Governing Law and Dispute Resolution

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 agree that any dispute arising out of or relating to this Agreement shall be resolved by the state or federal courts located within that State, and each party irrevocably submits to the exclusive jurisdiction of such courts.

Representations; Entire Agreement

Each party represents and warrants that it has the full corporate or lawful power and authority to enter into and perform its obligations under this Agreement, and that the Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered personally, sent by confirmed overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified or registered mail.

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