Business Entity Document

GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is made effective as of by and between Client Name: , an entity organized as: Individual Corporation LLC Partnership Other, State of Formation: , principal place of business at (Client), and Service Provider Name: , an entity organized as: Individual Corporation LLC Partnership Other, State of Formation: , principal place of business at (Provider).

RECITALS

WHEREAS, Client seeks to engage Provider to perform certain business services and deliverables as set forth in this Agreement; and

WHEREAS, Provider represents that it possesses the necessary expertise, personnel, and resources to provide the services described herein in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services and related matters.

SCOPE OF WORK

Provider shall perform the services and deliver the work products described below. Provider's obligations shall include provisioning personnel, materials, and supervision necessary to complete the work in accordance with the specifications set out by Client and the timelines agreed between the parties.

PAYMENT TERMS

Client shall pay Provider for services rendered as follows. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing. Unless otherwise stated below, amounts are exclusive of taxes for which Client is responsible.

Check ACH / Bank Transfer Credit Card Other

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by applicable law. In addition, Client shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue in effect until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Provider shall deliver all completed and in-progress work products and shall be entitled to payment for services performed through the effective date of termination, subject to Client's right to set off for uncured defects or breaches.

CONFIDENTIALITY

Each party (Receiving Party) shall maintain in confidence all non-public information disclosed by the other party (Disclosing Party) and designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) was rightfully in the Receiving Party's possession without obligation of confidentiality prior to receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates with the Disclosing Party in any protective action.

The Receiving Party shall use Confidential Information only to perform its obligations under this Agreement and shall restrict access 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.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules.

ENTIRE AGREEMENT

This Agreement, including all Schedules and attachments executed by the parties, 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. Any modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of all or substantially all assets, or a change of control, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing. Notices shall be deemed given when delivered in person, by nationally recognized overnight courier, or upon confirmation of receipt of email transmission where delivery receipt is obtained.

Remedies: The rights and remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. The prevailing party in any dispute arising out of this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

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