Business Document Shaban

BUSINESS DOCUMENT SHABAN

This General Business Agreement (the "Agreement") is entered into as of by and between Client Name: with principal address: and Service Provider Name: with principal address: .

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform the services described herein and Service Provider agrees to perform such services under the terms and conditions of this Agreement; and

WHEREAS, the parties intend for Service Provider to provide professional services on the scope and schedule set forth below, and for Client to compensate Service Provider in accordance with the Payment Terms contained herein.

WHEREAS, the parties acknowledge that timely performance and protection of Confidential Information are material inducements to entering this Agreement.

1. SCOPE OF WORK

Services shall be performed in a professional and workmanlike manner consistent with industry standards. Service Provider shall provide all labor, supervision, materials and equipment necessary to perform the Services unless otherwise specified in the Description of Services above.

2. PAYMENT TERMS

Client agrees to pay Service Provider the fees set forth below in exchange for the performance of the Services.

Invoices will be submitted by Service Provider to Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Late payments are subject to a late fee of per month on the overdue balance or the maximum permitted by law, whichever is less.

All payments due hereunder are exclusive of taxes and similar charges. Client shall be responsible for sales, use and other taxes imposed on payments made to Service Provider, unless Service Provider is required by law to collect such taxes, in which case Service Provider shall invoice and collect them.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement without cause upon written notice to the other party at least days prior to the effective termination date. Notice shall be delivered in accordance with the Notices provision below.

Upon termination, Client will pay Service Provider for services performed and expenses reasonably incurred through the effective date of termination. Termination shall not affect rights or obligations that by their nature survive termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other party (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 includes, without limitation, business plans, pricing, customer lists, technical data, and trade secrets.

The Receiving Party shall (a) use Confidential Information solely for the performance of this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public without breach of this Agreement by the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure; (iii) is received by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's exclusive remedy for breach of this warranty is re-performance of the nonconforming Services or, if Service Provider fails to cure, a refund of fees paid for the nonconforming Services.

Service Provider shall indemnify, defend and hold Client harmless from and against any claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of Service Provider's gross negligence, willful misconduct or breach of this Agreement. Client shall indemnify Service Provider for claims relating to Client-supplied materials or Client's breach of this Agreement.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE FOREGOING, A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. MISCELLANEOUS

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notices are effective upon personal delivery, three (3) days after deposit in the U.S. mail (certified), or one (1) day after delivery to an overnight courier service.

Neither party may assign its rights or delegate its obligations under this Agreement without the other's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder.

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether oral or written. No modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the parties will negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that effectuates the original intent as closely as possible.

SIGNATURES

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