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BUSINESS FORMS STARK FORMS - GENERAL BUSINESS AGREEMENT

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

Parties

WHEREAS

WHEREAS, Client conducts business in the area of commercial operations and requires certain professional services to be performed; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to provide the services described in this Agreement and desires to perform such services for Client under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services and deliverables as described below. Service Provider shall provide the services in a professional and workmanlike manner in accordance with industry standards.

2. Payment Terms

Client shall pay Service Provider the fees set forth in this section in consideration for the performance of the services.

Late payments will be subject to the charges described below unless otherwise agreed in writing.

3. Term and Termination

This Agreement shall commence on Start Date: and shall expire on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within a commercially reasonable period not to exceed thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

Each party acknowledges that, in the course of performing this Agreement, it may receive or have access to Confidential Information of the other party. "Confidential Information" means nonpublic business, technical or financial information disclosed in any form.

Each recipient shall: (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) not disclose Confidential Information to any third party except to its employees or contractors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential obligations survive termination for a period of years, except to the extent that information becomes public through no fault of the recipient.

5. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party's gross negligence or willful misconduct in connection with the performance of its obligations under this Agreement.

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property rights, neither party's aggregate liability shall exceed the total amount actually paid under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

6. Intellectual Property

Unless otherwise agreed in writing, Service Provider grants Client a nonexclusive, perpetual, worldwide license to use deliverables produced under this Agreement for Client's internal business purposes. Preexisting materials, tools, methodologies, or know-how of Service Provider remain the sole property of Service Provider.

7. Governing Law

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

8. Entire Agreement; Amendments

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

9. Notices

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. Notices are effective upon personal delivery or three (3) days after deposit with a nationally recognized overnight courier.

10. Miscellaneous

If any provision of this Agreement is held unenforceable, the remainder of the Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or employment relationship.

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