Business Document Selection Form

BUSINESS DOCUMENT SELECTION FORM AND GENERAL BUSINESS AGREEMENT

Parties

Service Provider:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of preparing, drafting and advising on business documents and related professional services, and possesses the expertise and resources necessary to provide such services;

WHEREAS, Client desires to retain Service Provider to prepare one or more business documents as selected below and to accept the terms and conditions set forth in this Agreement; and

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:

Document Selection

Please select the document(s) to be prepared by Service Provider (check all that apply):

Scope of Work

Service Provider shall prepare the selected document(s) and deliver them to Client in the format agreed below. The services shall include drafting, one round of reasonable revisions, and delivery of final documents suitable for execution by the parties. Additional services outside this scope shall require a written change order and additional fees.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for the services described in this Agreement. All payments are non-refundable except as expressly provided herein.

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs, including attorney fees, incurred by Service Provider in enforcing payment.

Term and Termination

This Agreement commences on the Effective Date set forth below and continues until the services described in the Scope of Work are completed, unless earlier terminated in accordance with this section.

Effective Date:    Termination Date (if applicable):

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement that is marked confidential or, by its nature, should reasonably be understood to be confidential. Each party shall (i) use Confidential Information solely for the purposes of performing this Agreement, (ii) restrict disclosure to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (iii) not disclose Confidential Information to third parties without prior written consent, except as required by law.

The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which protection shall continue for so long as the information qualifies as a trade secret under applicable law.

Representations and Warranties; Indemnity

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a competent and professional manner in accordance with generally accepted industry standards. Client agrees to indemnify, defend and hold harmless Service Provider from and against any claims, liabilities or costs arising from Client's use of the delivered documents, Client-provided information, or Client's breach of this Agreement, except to the extent caused by Service Provider's gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the courts located in the specified jurisdiction for resolution of disputes.

Entire Agreement; Amendment

This Agreement, including all documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. No modification, amendment or waiver shall be binding unless in writing and signed by 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 to a successor in interest in connection with a merger, acquisition or sale of substantially all assets.

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