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Business Forms Display — General Business Agreement

This General Business Agreement ("Agreement") is entered into as of between (Client) and (Service Provider). Client and Service Provider are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client desires to obtain certain business services from Service Provider as described herein; and

WHEREAS, Service Provider represents that it possesses the requisite experience, personnel, and capability to perform such services in a professional manner and in accordance with the terms of this Agreement; and

WHEREAS, the Parties wish to set forth the terms and conditions under which the services will be provided.

1. Scope of Work

Service Provider shall perform the work described below and any additional tasks as agreed in writing by the Parties. Service Provider shall perform the services in a timely and workmanlike manner consistent with industry standards.

2. Payment Terms

In consideration for Services, Client shall pay Service Provider the amounts and on the schedule set forth below. All fees are exclusive of taxes, which Client shall pay where applicable.

Any undisputed amount not paid within days of the invoice due date shall accrue a late charge of or the maximum lawful rate, whichever is less.

Client agrees to reimburse reasonable pre-approved out-of-pocket expenses. Pre-approval required: Yes

3. Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Section, continues until (the "Term").

Either Party may terminate this Agreement for convenience upon days' prior written notice. Either Party may terminate for material breach upon written notice if the breach remains uncured after a day cure period. Termination does not relieve Client of payment for services performed and expenses incurred prior to the effective date of termination.

4. Confidentiality

"Confidential Information" means information disclosed by one Party to the other that is marked confidential or that reasonably should be understood to be confidential given its nature. Each Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) limit disclosure to its employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as this Agreement, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly known through no fault of the recipient, was in recipient's possession prior to disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing Party's Confidential Information.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

6. Representations and Warranties

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that its performance will not violate any other agreement or legal obligation to which it is subject. Service Provider further warrants that services will be performed in a professional and workmanlike manner consistent with applicable industry standards for a period of thirty (30) days following delivery.

7. Notices

All notices under this Agreement shall be in writing and sent to the addresses set forth below or to such other address as either Party may designate in writing. Notices are effective upon receipt.

8. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by both Parties.

9. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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