Business Document Section 3

BUSINESS DOCUMENT SECTION 3

This General Business Agreement ("Agreement") is entered into as of the Effective Date below by and between Client Name: and Service Provider Name: . Collectively, the parties are referred to as the Parties.

WHEREAS

WHEREAS, Client seeks to retain Service Provider to perform certain services described in Section 1 below, and Service Provider has the skill, experience and capacity to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and responsibilities with respect to the services, compensation and confidential information exchanged between them.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

1. SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any change in scope that materially alters Service Provider's obligations or the fees set forth in Section 2 must be approved in writing by both Parties and appended as an amendment to this Agreement.

2. PAYMENT TERMS

Service Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise agreed, Client shall pay each undisputed invoice within thirty (30) days of receipt. Late payments shall accrue the Late Payment Fee stated above, and Client shall be responsible for reasonable collection costs incurred by Service Provider to enforce payment.

3. TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within the Notice Period above following written notice specifying the breach. Either Party may also terminate for convenience following the Notice Period upon payment of all accrued fees and expenses through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other, whether oral, written or electronic, that the disclosing Party designates as confidential or that, given the nature of the information, a reasonable person would understand to be confidential. Confidential Information does not include information that: (a) is or becomes generally known through no wrongful act of the receiving Party; (b) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (c) is rightfully obtained from a third party without restriction.

The receiving Party shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) disclose Confidential Information only to employees, contractors or agents who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement. The receiving Party shall implement reasonable measures to protect Confidential Information.

Upon termination or expiration of this Agreement, the receiving Party shall, at the disclosing Party's option, return or destroy Confidential Information and certify such return or destruction in writing. The Parties acknowledge that any breach of this Section may cause irreparable harm for which monetary damages would be inadequate and that the disclosing Party shall be entitled to injunctive relief in addition to other available remedies.

5. NOTICES

6. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the substantive laws of the state specified below without regard to conflict of laws principles. The Parties agree that any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered in the governing state unless the Parties mutually agree otherwise in writing.

7. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

This Agreement, together with any written amendments or attachments signed by both Parties, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or waiver of this Agreement must be in writing and signed by authorized representatives of both Parties. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8. AUTHORITY; CERTIFICATION

Each Party represents and warrants that it has the full corporate power and authority to enter into and perform its obligations under this Agreement and that the individual signing below is duly authorized to execute this Agreement on behalf of that Party. The undersigned hereby certify that they have read and agree to be bound by the terms of this Agreement.

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