Business Estimate LLC

GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between:

Provider Name: Business Estimate LLC

WHEREAS

WHEREAS, Provider is engaged in the business of providing business consulting, estimates, project planning and related services; and

WHEREAS, Client desires to engage Provider to perform certain services as set forth in this Agreement and Provider is willing to perform such services under the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services described in the Scope of Work. Provider will exercise commercially reasonable efforts to perform the services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Client shall compensate Provider for the services performed as set forth below. All amounts are due in United States dollars unless otherwise agreed in writing.

Invoices will be issued in accordance with the payment schedule. Client shall pay invoiced amounts within days of receipt of each invoice. Late payments shall accrue interest as provided below.

All payments that are more than thirty (30) days past due shall bear interest at the lesser of the rate specified in the paragraph above or the maximum rate permitted by applicable law. Client is responsible for all reasonable collection costs, including attorneys’ fees, incurred by Provider in collecting past-due 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 providing 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 fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") 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 includes, without limitation, business plans, pricing, estimates, financial information, customer lists, and technical data.

The Receiving Party shall: (a) hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth in this Agreement; and (c) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, it will provide prompt notice to the Disclosing Party to allow the Disclosing Party to seek protective relief.

5. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflict of law principles.

6. ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations and communications, whether written or oral, regarding such subject matter. Any amendment or modification to this Agreement must be in writing and signed by both parties.

7. MISCELLANEOUS

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

Notices under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement or such other address as a party may designate by notice to the other party.

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