Business Dreams Document

BUSINESS DREAMS DOCUMENT

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

RECITALS

WHEREAS, Client is engaged in the business of developing and promoting business concepts and desires to retain Service Provider to perform certain services in connection with the Client's business objectives; and

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

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope of services, compensation, confidentiality and other matters.

SCOPE OF WORK

Service Provider shall perform the services described below on the terms set forth in this Agreement. The parties agree that the performance standards are measured by commercially reasonable efforts and in accordance with industry practice.

PAYMENT TERMS

Client shall pay Service Provider for the services provided under this Agreement in accordance with the following terms. All sums are payable in United States Dollars unless otherwise agreed in writing.

Invoicing: Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise stated on an invoice, Client shall pay undisputed amounts within days of receipt of invoice. Disputed amounts must be identified in writing within fourteen (14) days of receipt of an invoice; parties shall negotiate disputed items in good faith.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: Day of Month , Year and shall continue until End Date: Day of Month , Year unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party given at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days following written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party to the other, whether disclosed orally, visually or in writing, 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, including but not limited to business plans, financial information, technical data, trade secrets and customer lists.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) 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.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) was already in the receiving party's lawful possession prior to disclosure, (iii) is rightfully received from a third party without breach of obligation of confidentiality, or (iv) is independently developed without use of the disclosing party's Confidential Information.

Return or Destruction: Upon termination or upon written request, receiving party shall promptly return or destroy Confidential Information and certify in writing that it has done so, except to the extent retention is required by applicable law or retained solely for archival or compliance purposes subject to confidentiality protections.

Duration: The confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for as long as such information qualifies as a trade secret.

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 consent to the exclusive jurisdiction of the courts located in that state for any action arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules or exhibits hereto executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral agreements, proposals and communications. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship.

Remedies: Each party acknowledges that monetary damages may be insufficient remedy for breach of certain provisions, including confidentiality, and agrees that injunctive relief and other equitable remedies may be appropriate to prevent or curtail any such breach.

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