Business Form D

BUSINESS FORM D

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

RECITALS

WHEREAS, Client seeks to engage Provider to perform certain business, consulting, development or other services described herein; and

WHEREAS, Provider represents that it has the experience, capability and personnel necessary to perform the services and deliverables described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services.

SCOPE OF WORK

Provider shall perform the services and deliver the work products described below. Deliverables, milestones, acceptance criteria and any deliverable-specific schedules must be set forth in the box below or in an attached statement of work incorporated by reference.

Acceptance: Client shall have a period of from delivery of any deliverable to provide written acceptance or rejection. Deliverables not rejected within that period shall be deemed accepted.

PAYMENT TERMS

Invoices: Provider shall submit invoices in accordance with the payment schedule. Payments are due within days of Client's receipt of an undisputed invoice. Payment shall be made in U.S. dollars unless otherwise agreed in writing.

Expenses: Pre-approved, reasonable out-of-pocket expenses incurred by Provider will be reimbursed by Client at cost upon submission of receipts.

TERM AND TERMINATION

Term Commencement Date: . This Agreement shall continue until Termination Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice of to the other party. 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.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party (Disclosing Party) to the other (Recipient) that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to Recipient without restriction prior to disclosure by Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of Disclosing Party's Confidential Information.

Compelled Disclosure: If Recipient is required by law or court order to disclose Confidential Information, Recipient will provide Disclosing Party with prompt written notice to permit Disclosing Party to seek protective relief and will disclose only that portion of Confidential Information that is legally required.

Survival: Confidentiality obligations shall survive termination of this Agreement for a period of unless otherwise required by law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law rules. The parties agree to attempt good faith negotiation of disputes. If unresolved, disputes shall be resolved by binding arbitration in the governing jurisdiction unless the parties mutually agree in writing to pursue litigation.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, together with any attached statements of work and exhibits, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties.

NOTICES

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