Business Document Version 2

Business Document Version 2

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

WHEREAS

WHEREAS, Client is engaged in the business of procuring services and deliverables described herein and desires to retain Contractor to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor has the expertise, personnel and resources to perform the services and deliver the work product specified in this Agreement and represents that it will perform such services in a professional manner consistent with industry standards.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Scope of Work

Deliverables will be provided in accordance with the schedule set forth in the Scope of Work. Contractor shall assign personnel competent to perform the services and shall perform the services in compliance with all applicable laws and professional standards.

Payment Terms

Unless otherwise agreed in writing, invoices are due within days of invoice. Late payments shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse Contractor for reasonable collection costs, including attorneys' fees, incurred in enforcing payment obligations.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive or have access to confidential information of the other party ("Confidential Information"). Confidential Information does not include information that (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to receipt from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall not disclose Confidential Information to any third party except to its employees, agents and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality shall survive termination of this Agreement for a period of years, or for such longer period as required by applicable law for trade secrets.

Intellectual Property and Work Product

Unless otherwise agreed in a written schedule, all deliverables and work product created specifically for Client under this Agreement ("Work Product") shall be the sole and exclusive property of Client upon full payment of amounts due. Contractor hereby assigns to Client all right, title and interest in and to such Work Product. Contractor retains ownership of its preexisting intellectual property and general skills, know-how and tools, and grants Client a nonexclusive, royalty-free license to any Contractor preexisting materials necessarily embedded in the Work Product to the extent required for Client's use of the Work Product.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other party. Notices are effective upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified return receipt requested.

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 conflicts of law principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation between executive officers. If the dispute cannot be resolved through negotiation within forty-five (45) days, the parties may pursue any available remedy in a court of competent jurisdiction located in the specified state.

Entire Agreement; Amendments

This Agreement, together with any schedules or exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, both written and oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Assignment

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a merger, sale of substantially all assets, or other change of control.

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