Business Document Tennessee Inc

GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made effective as of by and between:

Parties

Service Provider: Business Document Tennessee Inc, a company organized and existing under the laws of Tennessee, with principal place of business at

Client Name: Client Address:

Recitals

WHEREAS, Service Provider is engaged in the business of providing business advisory, document preparation, and related professional services to commercial clients; and

WHEREAS, Client desires to engage Service Provider to perform certain services as set forth herein, and Service Provider is willing to perform such services under the terms and conditions of this Agreement.

Scope of Work

Service Provider shall perform the services described below (the "Services"). Services shall be performed in a professional and workmanlike manner in accordance with applicable industry standards.

Payment Terms

In consideration of the Services, Client shall pay Service Provider the fees and expenses set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

All undisputed amounts not paid when due shall accrue interest at the rate set forth above or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for any collection costs, including reasonable attorneys' fees, for amounts past due.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for cause upon material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the nature of the breach. Termination of this Agreement shall not relieve either party of any obligation accrued prior to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") acknowledges that during the performance of the Services it may receive or have access to confidential or proprietary information of the other party (the "Disclosing Party"). The Receiving Party shall: (a) hold such information in strict confidence; (b) use the confidential information solely for the purposes of performing under this Agreement; and (c) not disclose such information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential information does not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates with any effort to seek confidential treatment or protective order.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the Services will be performed in a competent and professional manner. Client agrees to indemnify and hold harmless Service Provider from any third-party claims arising from Client's misuse of deliverables or failure to provide accurate information necessary for performance of the Services, except to the extent caused by Service Provider's gross negligence or willful misconduct.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflicts of law principles. The parties agree that the state and federal courts located in Tennessee shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between them.

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