Business Document T-doc

BUSINESS DOCUMENT T-doc

This General Business Agreement ("Agreement") is made and entered into effective as of , (the "Effective Date"), by and between the parties identified below.

PARTIES

Individual Corporation LLC Partnership Other

Individual Corporation LLC Partnership Other

RECITALS

WHEREAS, Client desires to retain the Service Provider to perform certain professional services as described below and Service Provider represents that it has the experience, personnel and capacity to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client, including the scope of work, payment terms, confidentiality obligations and other material terms set forth herein.

WHEREAS, this Agreement memorializes the mutual covenants and undertakings of the parties effective as of the Effective Date stated above.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. Deliverables shall conform to the specifications and schedule agreed by the parties and shall be performed with commercially reasonable skill and care.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration of the services and deliverables. All fees are exclusive of taxes unless otherwise stated. Service Provider shall submit invoices in accordance with the schedule below.

Invoices are due within days of invoice date. Late payments shall incur interest at per month, compounded monthly, or the maximum lawful rate if lower. Client shall be responsible for reasonable collection costs, including attorneys' fees, if payment is not made when due.

TERM AND TERMINATION

The term of this Agreement shall commence on the Start Date and shall continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately upon written notice for material breach by the other party that is not cured within thirty (30) days of receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in any form that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not use Confidential Information except to perform under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, independently developed by Receiving Party without use of Disclosing Party's Confidential Information, or rightfully received from a third party without restriction.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liabilities arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for consequential, incidental, indirect or punitive damages, and aggregate liability shall not exceed the total fees paid or payable under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

ENTIRE AGREEMENT; AMENDMENT

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 negotiations, proposals, representations and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship. Notices shall be in writing and delivered to the addresses set forth above.

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