Business Hanson Document

DOCUMENT NAME

THIS GENERAL BUSINESS AGREEMENT ("Agreement") is entered into as of Effective Date: by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). Each of Client and Provider may be referred to herein as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, the Client desires to retain the Provider to perform certain business services as set forth in this Agreement; and

WHEREAS, the Provider represents that it has the experience, personnel and resources required to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the Parties desire to set forth the terms and conditions under which the Provider will perform services for the Client.

SCOPE OF WORK

Provider shall perform the services described above in a timely and professional manner, using qualified personnel and in accordance with any mutually agreed written schedules or milestones. Provider shall provide regular progress reports and shall promptly notify Client of any circumstances that may materially affect delivery of the services.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Provider in accordance with the Payment Schedule above. All undisputed payments are due within days of invoice receipt. Provider shall submit invoices reasonably detailed and documenting work performed. Client shall not withhold payment for claims that are not in good faith.

Overdue amounts shall accrue interest at the rate specified above or, if no rate is specified, at 1.5% per month, or the maximum rate allowed by applicable law, whichever is lower. Client is responsible for any reasonable collection costs, including attorneys' fees, incurred by Provider to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on the Commencement Date and shall continue until the Termination Date unless earlier terminated as provided herein. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for material breach of this Agreement that is not cured within 15 days after written notice of such breach, or immediately for insolvency, bankruptcy or assignment for the benefit of creditors.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Sections entitled Confidentiality, Indemnification, Governing Law and Entire Agreement shall survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances, including business plans, financial information, customer lists, trade secrets, technical data and proprietary software.

Receiving Party shall (a) maintain Confidential Information in strict confidence using at least the same standard of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement by Receiving Party; (ii) was lawfully in Receiving Party's possession prior to receipt from Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. Confidentiality obligations shall continue for three (3) years after termination of this Agreement, except for trade secrets where applicable law may require longer protection.

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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement, subject to any mutually agreed alternative dispute resolution provisions set forth below.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and written statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all of its assets or change of control. The failure of either Party to enforce any right under this Agreement shall not constitute a waiver of such right. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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