Business GSL Document

BUSINESS GSL DOCUMENT

This General Business Services Agreement (the "Agreement") is made effective as of by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Service Provider"). Client and Service Provider are each a "Party" and together the "Parties."

WHEREAS

WHEREAS, Client engages Service Provider to perform certain business, operational, and advisory services described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, qualifications, and ability to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the Parties desire to set forth the terms and conditions governing the provision of such services.

SCOPE OF WORK

Service Provider shall perform the work and provide the deliverables described below. The description sets forth the minimum duties and responsibilities and may be modified only by written amendment executed by both Parties.

PAYMENT TERMS

Client shall pay Service Provider for the services performed in accordance with the fees and schedule set forth below. All payments shall be made in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted by Service Provider to Client in accordance with the schedule above and are due within days of receipt unless otherwise specified.

Late payments shall incur interest at the lesser of ()% per month or the maximum lawful rate. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees, if invoiced amounts remain unpaid after days following written notice.

TERM AND TERMINATION

This Agreement commences 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 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 days after written notice of breach.

Upon termination, Service Provider shall deliver all completed work and any work in progress for which Client has paid, and Client shall pay for all undisputed work performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one Party to the other, whether oral, written, or electronic, 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. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving Party gives prompt written notice and cooperates to limit disclosure.

The receiving Party shall (a) use the Confidential Information solely for performance of this Agreement, (b) restrict disclosure to those of its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

By checking this box, the undersigned represent and warrant that they have read, understood, and will comply with the confidentiality obligations set forth in 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 within that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes Service Provider's obligations.

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