Business Entrepreneurs Associates

BUSINESS ENTREPRENEURS ASSOCIATES GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of the Effective Date: by and between Business Entrepreneurs Associates, a business entity (Business Entrepreneurs Associates), and Client Name: (Client). Business Entrepreneurs Associates' principal address:

WHEREAS

WHEREAS, Business Entrepreneurs Associates provides business advisory, planning, and entrepreneurship support services and has represented that it has the experience and personnel necessary to perform the services described herein; and

WHEREAS, Client desires to retain Business Entrepreneurs Associates to perform such services under the terms and conditions set forth in this Agreement, and Business Entrepreneurs Associates agrees to provide such services on the terms hereinafter contained; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

Deliverables shall include all work product, reports, presentations, and other tangible results described in the Description of Services above. Any modifications to the Scope of Work shall be in writing and mutually executed by authorized representatives of the parties.

2. Payment Terms

Unless otherwise agreed in writing, Client shall pay invoices within days of invoice. Late payments shall accrue interest at the lesser of (a) % per month, calculated monthly, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for collection costs, including reasonable attorneys' fees, incurred by Business Entrepreneurs Associates in collecting overdue amounts.

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 delivered not less than days prior to the effective date of termination. Either party may terminate for material breach upon written notice if the breaching party fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach. Upon termination, Client shall pay Business Entrepreneurs Associates for all services performed and reasonable expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral or written, 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. Each party agrees to (a) hold Confidential Information of the other party in strict confidence using at least the same degree of care it uses for its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

The obligations in this Section shall not apply to information that (i) is or becomes publicly available through no fault of the receiving party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of Confidential Information of the disclosing party; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

5. Intellectual Property and Work Product

Unless otherwise expressly agreed in writing, Business Entrepreneurs Associates shall retain ownership of all methodologies, templates, tools, and pre-existing materials used in performing the services. Upon full payment by Client, Business Entrepreneurs Associates assigns to Client all right, title and interest in and to deliverables specifically prepared for Client under this Agreement, subject to Business Entrepreneurs Associates' retained rights in its pre-existing materials and general know-how.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement or its gross negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO BUSINESS ENTREPRENEURS ASSOCIATES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO 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 conflicts 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 relating to this Agreement.

8. Entire Agreement; Amendments

This Agreement (including any exhibits or attachments) 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 oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Business Entrepreneurs Associates may assign to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or such other address as a party may designate in writing.

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