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GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires certain business services and deliverables as described in this Agreement; and

WHEREAS, Service Provider represents that it has the skill, experience, personnel and resources necessary to perform the services described herein and is willing to perform such services pursuant to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services with due professional care in accordance with industry standards and within any schedules set forth in this Agreement. Any change to the scope of work that materially affects cost or schedule shall require a written Change Order signed by both parties.

Payment Terms

Invoices shall be issued by Service Provider in accordance with the payment schedule. Unless otherwise agreed in writing, amounts not paid within days of invoice date shall be deemed delinquent.

All payments shall be made in lawful currency of the United States to the remittance address or account designated by Service Provider. Client shall be responsible for any collection costs, including reasonable attorneys' fees, for recovery of overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in full force and effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon 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 thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all information, whether written or oral, provided by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, financial information, technical data, trade secrets, and client lists.

Each party agrees (a) to hold Confidential Information in strict confidence and to use it only for the purposes of performing under this Agreement; (b) not to 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 at least as restrictive as those herein; and (c) to take reasonable steps to protect Confidential Information from unauthorized disclosure.

Confidential Information shall not include information that (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located within that state for the resolution of any disputes arising out of this Agreement.

Representations and Warranties; Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

To the maximum extent permitted by law, the aggregate liability of a party arising out of or related to this Agreement shall not exceed the total amount paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice to the other.

Entire Agreement; Amendments

This Agreement, including all schedules, exhibits and attachments, 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. No amendment or modification of this Agreement shall be binding unless executed in writing by an authorized representative of each party.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the parties' original intent.

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