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GENERAL BUSINESS SERVICES AGREEMENT

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

Client Name:     Client Address:

Service Provider Name:     Provider Address:

RECITALS

WHEREAS, Client requires certain business services described below and desires to engage Service Provider to perform such services on the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the services and agrees to provide such services in accordance with the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall provide the services and deliverables described below (the Services). Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services rendered under this Agreement. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Service Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Disputed amounts shall be raised in writing within days and the parties shall meet in good faith to resolve such dispute.

All applicable taxes, duties and levies arising from the performance of the Services shall be borne by the party required by law to pay such amounts unless otherwise agreed in writing.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue 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 the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after receipt of written notice of the breach.

Upon termination, Service Provider shall deliver to Client all completed work and work in progress for which Client has paid; Client shall pay for all Services performed through the effective date of termination and any non-cancellable third-party costs properly incurred by Service Provider.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether oral, written, electronic or otherwise, 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.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the performance of this Agreement, and (c) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The obligations under this section shall survive termination or expiration of this Agreement for a period of years; provided, trade secrets shall be protected for so long as such information remains a trade secret under applicable law. The parties acknowledge that monetary damages may be insufficient to remedy a breach of this section and that injunctive relief shall be an appropriate remedy in addition to any other remedies available at law or equity.

5. INDEPENDENT CONTRACTOR; ASSIGNMENT

The parties agree that Service Provider is an independent contractor and not an employee, partner or joint venturer of Client. Service Provider shall be solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets.

6. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Service Provider represents that the Services will be performed in a professional manner consistent with prevailing industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or related to this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

9. MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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