Business Kammer Document

BUSINESS KAMMER DOCUMENT

This General Business Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between the parties identified herein.

Parties and Effective Date

Client Name:

Provider Name:

Effective Date:

Recitals

WHEREAS, Client desires to engage Provider to perform certain business, advisory and administrative services in connection with Client's operations and business development initiatives; and

WHEREAS, Provider represents that it has the experience, capacity and personnel to perform the services described in this Agreement and is willing to provide such services to Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth their mutual rights and obligations in writing;

Scope of Work

Deliverables, milestones and acceptance criteria shall be as set forth in the Description of Services above or in mutually executed written statements of work. Provider shall perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Late Payment: Unpaid amounts shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment obligations.

Term and Termination

Term Commencement Date:

Term Expiration Date:

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is designated as confidential or that by its nature would reasonably be considered confidential. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to any third party without prior written consent of the disclosing party, except as required by law. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that services will be performed in a competent and professional manner in accordance with generally accepted industry standards.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any claims, losses or damages arising from the indemnifying party's gross negligence or willful misconduct. Except for liabilities arising from willful misconduct or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Provider in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within 30 days, disputes shall be resolved by binding arbitration in accordance with the parties' agreement to arbitrate.

Entire Agreement

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

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices required under this Agreement shall be given in writing to the addresses set forth in this Agreement.

By signing below, parties acknowledge that they have reviewed any applicable Business Kammer procedural expectations and agree to cooperate with reasonable administrative requests related to the services provided under this Agreement.

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