Business Legal Document

GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between:

Client Name:     Client Address:

Contractor Name:     Contractor Address:

Recitals

WHEREAS, Client desires to engage Contractor to provide certain goods and/or services pursuant to the terms set forth in this Agreement; and

WHEREAS, Contractor represents that it has the qualifications, experience and ability to provide the services described in the Scope of Work and is willing to provide such services to Client on the terms and conditions set forth herein.

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

1. Effective Date

The Effective Date of this Agreement is:

2. Scope of Work

Contractor shall perform the services and deliverables described below in a professional manner and in accordance with industry standards. Contractor shall obtain Client's prior written approval for any material deviations from the Scope of Work.

3. Payment Terms

Client shall pay Contractor the fees and expenses described below in consideration for the performance of the Scope of Work. All payments shall be made in United States currency unless otherwise agreed in writing.

In addition to any late fee stated above, Client shall be responsible for all costs of collection, including reasonable attorneys' fees and court costs incurred by Contractor to collect overdue amounts. Contractor may suspend performance if Client fails to pay any undisputed amount when due and such failure continues for ten (10) days after written notice.

4. Term and Termination

This Agreement shall commence on the Effective Date and continue until the Term End Date or until earlier terminated as provided herein.

Term Start Date:

Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination.

5. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement that is marked or identified as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) use Confidential Information only for the purposes of performing under this Agreement; and (b) protect Confidential Information from unauthorized use or disclosure with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was known to the recipient prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the recipient. If a recipient is compelled by law to disclose Confidential Information, the recipient shall provide prompt written notice to the discloser (to the extent permitted) and shall reasonably cooperate to limit the disclosure.

The obligations under this Section shall survive termination of this Agreement for a period of three (3) years from the date of termination, except that trade secrets shall remain protected for so long as they constitute trade secrets under applicable law. The parties acknowledge that a breach of this Section may result in irreparable harm and that monetary damages may be insufficient; accordingly, the discloser shall be entitled to seek injunctive relief in addition to any other remedies.

6. Insurance; Indemnification; Limitation of Liability

Each party shall maintain insurance appropriate to its operations. Contractor shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Contractor's negligence or willful misconduct in the performance of the Scope of Work. Except for willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement during the six (6) month period preceding the event giving rise to the claim.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, the parties agree that exclusive jurisdiction and venue shall lie in the state and federal courts located within the governing state.

8. Entire Agreement; Amendments

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

9. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any subsequent breach. Neither party may assign this Agreement without the other party's prior written consent, except to a successor by merger or sale of substantially all assets.

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