Business Letter Head

BUSINESS LETTERHEAD — GENERAL BUSINESS AGREEMENT

Letterhead — Company Information

Agreement — Parties and Date

This General Business Agreement (the Agreement) is entered into as of: , by and between:

Provider Name:

Client Name:

Recitals

WHEREAS, Provider is duly organized and engaged in the business of providing professional services and solutions in its field of expertise and represents that it has the skill and resources necessary to perform the services described herein; and

WHEREAS, Client desires to engage Provider to perform certain services under the terms and conditions set forth in this Agreement, and Provider agrees to provide such services to Client on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Provider shall perform the services set forth in the Description of Services with professional skill and care in accordance with industry standards. Any material change to the scope shall require a written change order signed by both parties.

Payment Terms

All payments are due in the currency designated on the invoice. Client shall pay undisputed amounts within the Net Days for Payment. Late payments shall accrue interest at the Late Fee specified above or the maximum rate permitted by applicable law, whichever is less. Disputed amounts shall be raised in writing within seven (7) days of invoice receipt and the parties shall promptly seek resolution in good faith.

Term and Termination

This Agreement shall commence on: and shall continue in effect until: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that during performance of this Agreement it may obtain confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall include business plans, technical data, financial data, customer lists, and other information that is marked confidential or reasonably understood to be confidential. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use it only for the purposes of performing this Agreement, and (c) not disclose it to third parties except to employees or contractors on a need-to-know basis and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information shall not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was rightfully in the receiving party's possession prior to disclosure, (iii) is received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth above, without regard to conflicts of law principles. The parties will first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved by negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity in the courts of the governing jurisdiction.

Representations; Warranties; Limitations

Each party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

In no event shall either party be liable for incidental, consequential, special, punitive, or exemplary damages, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. The total aggregate liability of either party for any claim arising out of or in connection with this Agreement shall not exceed the total amounts paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement; Amendments

This Agreement, including all exhibits, attachments and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

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