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Recitals

This General Business Agreement (the Agreement) is made and entered into by and between:

Client Name:     Service Provider Name:

Principal Address (Client):

WHEREAS, Client desires to engage Service Provider to perform certain services as set forth herein; and

WHEREAS, Service Provider has represented that it possesses the necessary expertise, personnel, and capacity to perform the services described 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 hereby acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner, in accordance with the standards applicable to the industry and as required by Client.

Payment Terms

Client agrees to pay Service Provider the compensation set forth below in consideration for the services performed under this Agreement. All fees are payable in U.S. dollars unless otherwise agreed in writing.

If any undisputed payment due under this Agreement is not received by Service Provider within days after the due date, Client shall pay a late fee equal to % per month on the overdue balance, or the maximum rate permitted by law, whichever is less.

All payments are net of taxes, and Client shall be responsible for any applicable sales, use, or other transactional taxes, unless a valid exemption is provided.

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Section, continues until the End Date.

Effective Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver any completed work and invoice for all work performed through the effective date of termination. Client shall pay all undisputed invoices within the payment terms set forth above.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (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, including business plans, customer lists, pricing, technical data, and trade secrets.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted by this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement. The Receiving Party shall take reasonable measures to protect Confidential Information at least as protective as those it uses to protect its own confidential information.

Confidentiality obligations shall not apply to information that (i) is or becomes generally available to the public other than by a breach of this Agreement, (ii) was known to the Receiving Party prior to disclosure as demonstrated by written records, (iii) is lawfully obtained from a third party without confidentiality obligations, or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Upon termination or request, Receiving Party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any appendices or 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, negotiations, and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

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

The parties acknowledge that monetary damages may be insufficient to remedy a breach of the confidentiality obligations and that the non-breaching party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

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