Business Document Sign Pack

Business Document Sign Pack — General Business Agreement

PARTIES

RECITALS

WHEREAS, Client Name: seeks to retain the Service Provider to perform the services described below; and

WHEREAS, Service Provider Name: represents that it has the capacity, expertise, personnel and resources to perform such services on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below. The description of work, milestones, deliverables and performance criteria are set forth by the parties:

PAYMENT TERMS

Compensation: Client shall pay the Service Provider the amounts set forth below in consideration for the Services. All fees are exclusive of applicable sales, use or other taxes unless otherwise indicated.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs.

TERM AND TERMINATION

Term: This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Agreement, continues until the End Date set forth below.

Effective Date: — End Date:

Termination for Convenience: Either party may terminate this Agreement for any reason by providing written notice to the other party at least days prior to the effective termination date. Termination shall not relieve Client of payment obligations for Services performed prior to termination.

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party, whether oral, written or electronic, that is designated confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (i) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is disclosed pursuant to a judicial or governmental order, provided that the receiving party provides prompt notice and cooperates in any effort to limit disclosure.

INSURANCE & INDEMNIFICATION

Insurance: Service Provider shall maintain, at its own expense, insurance coverage appropriate to the services provided, including commercial general liability and professional liability insurance as applicable. Evidence of insurance shall be provided upon written request.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement.

LIMITATION OF LIABILITY

Except for indemnification obligations, a party's aggregate liability for direct damages arising from this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for consequential, special, indirect, incidental or punitive damages.

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 consent to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as either party may designate by written notice.

EXECUTION

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives as of the dates set forth below.

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