Business GGH Document

BUSINESS GGH AGREEMENT

This Business GGH Agreement (the Agreement) is entered into as of by and between Party A Name: and Party B Name: .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain commercial services and desires to retain Party B to perform specified services under the terms and conditions set forth herein;

WHEREAS, Party B represents that it possesses the requisite expertise, personnel and resources to perform the services described in this Agreement and is willing to perform such services for Party A in accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Compensation: Party A shall pay Party B a total fee of $ for the services described above, subject to the schedule and conditions set forth below.

Payment Due: Unless otherwise agreed in writing, invoices submitted by Party B are due within days of receipt. Late payments shall accrue interest at a rate of % per month (or the maximum rate permitted by law), plus a one-time administrative late fee of $ .

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, or immediately for insolvency, bankruptcy, or appointment of a receiver.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public, proprietary or business information disclosed by one party to the other in any form that is designated as confidential or that by its nature ought reasonably to be treated as confidential.

Obligations: Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the performance of obligations under this Agreement, and (c) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed without use of the other party's Confidential Information.

Duration: The obligations of confidentiality shall survive termination of this Agreement for a period of years.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or overnight courier:

GOVERNING LAW; DISPUTE RESOLUTION

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 law principles.

Injunctive Relief: Each party acknowledges that breach of the confidentiality or intellectual property provisions may cause irreparable harm for which monetary damages would be inadequate, and the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and negotiations, whether written or oral.

Amendment: No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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

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

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement and that the person signing below is authorized to bind the party to this Agreement.

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