Business Forward Paperwork

BUSINESS FORWARD PAPERWORK

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: , and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing consulting, advisory, and implementation services related to business development, operations, and systems integration; and

WHEREAS, Client desires to retain Service Provider to perform certain services as described herein and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the full set of rights, duties, and obligations of the parties with respect to the services described below.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the services to be rendered, Client shall pay Service Provider in accordance with the terms below. All payments shall be made in United States dollars unless otherwise agreed in writing.

Late payments not disputed in good faith shall accrue interest at a rate of % per month, or the maximum rate permitted by applicable law, whichever is less. Client is responsible for all reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

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 and the circumstances of disclosure. Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except as necessary to perform the Agreement and subject to appropriate confidentiality obligations. The obligations of confidentiality shall remain in effect for a period of years following termination or expiration of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree that any ambiguity in this Agreement will not be construed against either party as drafter.

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