Business Document without Tabs

GENERAL BUSINESS AGREEMENT

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

WHEREAS

WHEREAS, Party A desires to retain Party B to perform certain business services and deliverables as described herein and Party B represents that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement.

WHEREAS, Party B will perform the services in a professional manner consistent with industry standards and in compliance with all applicable laws, and both parties desire to set forth the terms and conditions under which such services will be provided.

WHEREAS, the parties intend that this Agreement constitute the entire understanding between them with respect to the subject matter herein and supersede all prior negotiations and agreements, whether written or oral.

SCOPE OF WORK

Party B shall perform the work and deliver the services and deliverables described below. The Scope of Work includes deliverables, milestones, acceptance criteria, and any specified performance standards. All services shall be performed in a diligent, professional manner and in accordance with the timelines agreed by the parties.

PAYMENT TERMS

In consideration for the services provided by Party B, Party A shall pay Party B the fees set forth below. All amounts are payable in lawful currency and payments shall be made in accordance with the schedule below unless otherwise agreed in writing.

If any undisputed amount due under this Agreement is not paid within days after the due date, such overdue amount shall incur a late fee of per month or the maximum amount permitted by law, whichever is less, calculated from the due date until payment is received.

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

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as required by law or as necessary to perform under this Agreement. Confidential Information includes business plans, financial information, trade secrets, customer lists, and other proprietary information disclosed in writing or in any other tangible or intangible form.

The Receiving Party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement and shall take reasonable measures to protect such information from unauthorized use or disclosure. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as such information remains a trade secret under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all pre-existing intellectual property of each party remains the sole property of that party. Work product created by Party B in the performance of this Agreement shall be the property of Party A upon full payment, subject to any third-party license restrictions. Each party grants the other a limited, non-exclusive license to use intellectual property solely for performance under this Agreement.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of a breach of this Agreement, negligence, willful misconduct, or violation of law by the indemnifying party.

Except for liability arising from willful misconduct or gross negligence, the aggregate liability of each party under this Agreement shall be limited to direct damages not to exceed the total fees paid or payable by Party A to Party B under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within such state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments expressly referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by notice pursuant to this section. Notices shall be effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates an employment, partnership or joint venture relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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