Business Letterhead Copy

GENERAL BUSINESS AGREEMENT — BUSINESS LETTERHEAD COPY

Letterhead Information

Parties and Effective Date

Client Name:   Client Address:

Service Provider Name:   Provider Address:

Effective Date:

Recitals

WHEREAS, Client Name: desires to obtain certain business services as set out in this Agreement;

WHEREAS, Service Provider Name: possesses the necessary experience and resources to provide the services described herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

Scope of Work

The Service Provider shall perform the work described below. All deliverables shall be provided in accordance with the timelines and specifications stated in this section.

Payment Terms

Compensation for the services set forth in this Agreement shall be as follows.

Late Payment: If any undisputed amount is not paid within days after the due date, interest will accrue at the rate of percent per month (or the maximum permitted by law, if lower). In addition, the non-paying party shall be responsible for reasonable collection costs and attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this section.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within the notice period specified above. Termination will not relieve the breaching party of liability for damages resulting from the breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public, proprietary, or trade secret information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's option, return or destroy all Confidential Information and certify such return or destruction in writing within days.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that State for any dispute arising under or in connection with this Agreement.

Entire Agreement

This Agreement, together with any documents expressly incorporated by reference and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party's obligations.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

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