Business Document World

BUSINESS DOCUMENT WORLD — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between Client Name: with a principal address at and Service Provider Name: with a principal address at .

RECITALS

WHEREAS, Client requires certain business services, consulting, deliverables and related support as described in this Agreement (the "Services"); and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the Services and is willing to perform such Services under the terms and conditions set forth herein.

SCOPE OF WORK

Service Provider shall provide the Services as described below. The Parties acknowledge that any material change to the scope, schedule or deliverables shall be documented in a written change order executed by authorized representatives of both Parties.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the fees and schedule set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing. Unless otherwise stated, fees do not include taxes which shall be paid by Client where applicable.

Unpaid amounts shall accrue interest at the late payment rate specified above, and Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment obligations.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured thirty (30) days after written notice. Service Provider may suspend performance if Client fails to make timely payments and may resume only upon full cure of past-due amounts and any reasonable reinstatement fee.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other, whether oral, written or electronic, 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 excludes information that: (a) is or becomes generally known to the public through no act or omission of the receiving Party; (b) was in the receiving Party's lawful possession prior to disclosure; (c) is lawfully disclosed to the receiving Party by a third party without restriction; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

The receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Upon termination or written request, the receiving Party shall return or destroy the disclosing Party's Confidential Information and certify such return or destruction in writing.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or change orders incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both Parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement through their authorized representatives as of the Effective Date.

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