Business Document TechSeven

BUSINESS DOCUMENT TECHSEVEN

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Service Provider operates a business providing technical, consulting, and business development services and represents that it has the experience, personnel, and resources to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to provide certain services described in this Agreement and Service Provider agrees to provide such services on the terms and conditions set forth below; and

WHEREAS, the parties intend by this Agreement to set forth their entire understanding with respect to the subject matter hereof and to allocate risks between them.

SCOPE OF WORK

Service Provider will perform the services and deliverables as described below. Work shall conform to professional standards and be performed in a timely manner consistent with industry practices.

PAYMENT TERMS

As full compensation for services rendered under this Agreement, Client shall pay Service Provider the fees set forth below in accordance with the payment schedule and subject to the invoicing provisions herein.

Invoices are due within days of receipt. Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. Client shall also reimburse reasonable collection costs and attorney fees incurred by Service Provider in enforcing payment.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence and not disclose to any third party any non-public, proprietary, or business information of the other party (the Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that (a) is or becomes public without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party promptly notifies Disclosing Party and cooperates to seek a protective order.

The Receiving Party shall use Confidential Information solely for the performance of this Agreement and shall limit disclosure to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. These confidentiality obligations 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.

REPRESENTATIONS; WARRANTIES; INDEMNITY

Each party represents that it has the corporate power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Client shall indemnify and hold harmless Service Provider from losses arising from Client's breach, negligence, or misuse of deliverables, except to the extent caused by Service Provider's gross negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration administered in accordance with commercially reasonable arbitration procedures, conducted in the county or jurisdiction agreed by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and purchase orders mutually executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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