Business Form F2

Business Form F2

Agreement Recitals

This General Business Agreement (the "Agreement") is entered into as of by and between with principal place of business at (hereinafter "Client"), and with principal place of business at (hereinafter "Contractor").

WHEREAS, Client desires to engage Contractor to perform certain services described herein; and WHEREAS, Contractor is willing and able to provide such services under the terms and conditions set forth in this Agreement.

Scope of Work

Contractor shall perform the services described above in a professional and timely manner in accordance with industry standards. All deliverables created by Contractor in the performance of this Agreement ("Work Product") shall be delivered to Client and shall be subject to the ownership provisions below.

Payment Terms

In consideration of the services, Client shall pay Contractor the Total Contract Amount according to the Payment Schedule above. Invoices shall be submitted by Contractor in accordance with the schedule. Client shall pay undisputed invoices within days of receipt.

Late payments shall accrue interest at the lesser of percent per month or the maximum rate permitted by law. Additionally, Client shall reimburse Contractor for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party written notice as specified above. Either party may terminate immediately for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in the course of performing under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall (a) protect the disclosing party's Confidential Information with 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 use the Confidential Information except to perform its obligations under this Agreement; and (c) not disclose the Confidential Information to any third party except to affiliates, employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information shall not include information that is (i) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the receiving party; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law or court order, provided that the receiving party gives prompt written notice to the disclosing party and cooperates reasonably to seek a protective order or other relief.

Work Product and Intellectual Property

Unless otherwise agreed in writing, all Work Product created by Contractor specifically for Client under this Agreement shall be considered "work made for hire" and, upon full payment, ownership of such Work Product shall vest in Client. Contractor retains ownership of pre-existing materials and tools and grants Client a non-exclusive, perpetual license to any Contractor materials incorporated in the Work Product solely to the extent necessary to use the Work Product as intended.

Warranties; Limitation of Liability

Contractor warrants that services will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly by negotiation between executives; if unresolved within 30 days, disputes shall be resolved by arbitration in accordance with the parties' mutual selection of an arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications. Any amendment or waiver of any provision of this Agreement must be in writing and signed by both parties.

Notices

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice in accordance with this section.

Miscellaneous

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. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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