Business Inline Document

BUSINESS INLINE DOCUMENT

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

WHEREAS

WHEREAS, Client requires certain professional goods and services described herein and desires to engage Service Provider to provide such services under the terms and conditions of this Agreement; and

WHEREAS, Service Provider represents that it has the experience, qualifications, personnel and equipment necessary to perform the services and deliverables set forth in this Agreement and agrees to perform such services in a professional and workmanlike manner consistent with industry standards.

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

SCOPE OF WORK

Service Provider shall perform the services and deliver the work product described below. The Scope of Work shall include a description of tasks, milestones, deliverables, acceptance criteria and any specified performance standards.

PAYMENT TERMS

Client shall pay Service Provider for services rendered in accordance with the following terms.

Invoices shall be submitted by Service Provider to Client in accordance with the payment schedule. Unless otherwise stated on an invoice, amounts are due within days of receipt. Late payments shall accrue interest as set forth below.

All reasonable costs of collection, including attorneys' fees and court costs, shall be payable by the defaulting party if Service Provider is required to pursue collection remedies.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until 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 effective date of termination. Either party may terminate immediately for cause if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice identifying the breach.

Upon termination, Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination, subject to Client's right to setoff for failure to perform.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence and not use or disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as required to perform under this Agreement. Confidential Information includes non-public business, technical, financial and customer information, whether disclosed orally or in writing, marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is (a) publicly known through no breach of this Agreement, (b) known to the Receiving Party prior to receipt without obligation of confidentiality, (c) rightfully received from a third party without restriction, or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has done so, except to the extent retention is required by applicable law or reasonable backup procedures.

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 any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign its rights to a successor in interest in connection with a merger, acquisition or sale of substantially all assets. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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