Business Form Package

BUSINESS FORM PACKAGE

This General Business Agreement (the "Agreement") is entered into as of by and between Client Name: with Mailing Address:

and Service Provider Name: with Mailing Address:

Recitals

WHEREAS, Client requires certain business services and deliverables specified herein; and

WHEREAS, Service Provider has represented that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set out the terms and conditions under which the services will be provided and compensated.

Scope of Work

Service Provider will perform the services and deliver the work product described below in accordance with the standards of the industry and the schedule agreed by the parties.

Payment Terms

Client shall pay Service Provider the compensation described below in consideration for the services and deliverables.

Any amount not paid when due shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in enforcing payment obligations.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose to any third party or use for any purpose other than performance under this Agreement any Confidential Information of the disclosing party ("Confidential Information"). Confidential Information includes business plans, financial information, trade secrets, customer lists, designs, know-how, and other proprietary information, whether written or oral. Confidential Information does not include information that (a) is or becomes publicly available other than by breach of this Agreement, (b) is rightfully received from a third party without breach of any obligation of confidentiality, or (c) is independently developed by the Receiving Party without use of the disclosing party's Confidential Information.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, and shall not disclose Confidential Information except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. Upon written request, the Receiving Party shall return or destroy Confidential Information and certify in writing that it has done so, except to the extent retention is required by law or retained in encrypted backup archives.

Independent Contractor; Assignment

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets provided that the assignee assumes Service Provider's obligations hereunder in writing.

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 laws principles. The parties agree that any dispute arising under this Agreement shall be resolved in the state or federal courts located in the county in which the Client's principal place of business is located, and each party hereby submits to the jurisdiction of such courts.

Entire Agreement

This Agreement, including all schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other.

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