Business Forms Canyon

BUSINESS FORMS CANYON — GENERAL BUSINESS AGREEMENT

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

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain services and deliverables as described in this Agreement; and

WHEREAS, Contractor has represented that it has the qualifications, experience and capability to provide such services and deliverables on the terms set forth herein; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform and Client will pay for those services.

SCOPE OF WORK

Contractor shall provide the services and deliverables described below. The description establishes the primary obligations of Contractor but may be supplemented by mutually agreed written attachments or statements of work.

PAYMENT TERMS

Client shall pay Contractor the fees set forth below in consideration for the performance of the Scope of Work. All payments are due in U.S. dollars unless otherwise agreed in writing.

Contractor shall submit invoices in accordance with the Payment Schedule. Unpaid amounts shall accrue the Late Fee set forth above; such fee is cumulative and not a penalty. Client shall not withhold payment for Contractor's bona fide disputes, provided Client notifies Contractor in writing within the Payment Due period specifying disputed amounts and basis.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days of written notice.

Upon termination, Client shall pay Contractor for services performed and reasonable non-cancellable obligations incurred through the effective date of termination. Contractor shall deliver to Client all work in progress and invoices for services performed to the termination date.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each recipient shall (a) hold Confidential Information in strict confidence, (b) use it solely to perform obligations under this Agreement, and (c) not disclose it to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is or becomes generally available to the public other than as a result of disclosure by the recipient, or that was already known to recipient without obligation of confidentiality, or that is independently developed without reference to the Confidential Information, or that is rightfully received from a third party without restriction.

I acknowledge and agree to the confidentiality provisions set forth above.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, certified mail (return receipt requested), or recognized overnight courier and shall be effective upon receipt.

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 conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved by negotiation within forty-five (45) days, either party may pursue any available legal or equitable remedies.

MISCELLANEOUS

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a sale of substantially all its assets.

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

ENTIRE AGREEMENT

This Agreement, including exhibits and any written statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

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