Business Extras Template

BUSINESS EXTRAS TEMPLATE

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

PARTIES

RECITALS

WHEREAS, Client requires certain supplemental business services and ancillary deliverables described in this Agreement in addition to ongoing operations; and

WHEREAS, Provider represents that it has the expertise, personnel and resources to provide such extras and ancillary services under the terms and conditions set forth herein; and

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

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below. Provider shall perform all services in a timely, professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider for the services specified in the Scope of Work in accordance with the following terms.

Late payments shall accrue interest at the lesser of (i) per month, or (ii) the maximum rate permitted by law. In addition, Client shall be liable for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment obligations.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as set forth below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period described above after receipt of written notice. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means nonpublic information that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Each party shall: (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement or required by law.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a change of control. Any purported assignment in violation of this provision shall be void.

Amendment and Waiver: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

REPRESENTATIONS; AUTHORITY

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement, that the person executing this Agreement on its behalf is authorized to do so, and that the Agreement is a binding obligation enforceable against it in accordance with its terms.

NOTICES

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 in writing. Notices shall be deemed given upon receipt when delivered by hand, by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

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