Business Memo D&E

Business Memo D&E — General Business Agreement

This Business Memo D&E General Business Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to retain Provider to perform services described herein and Provider represents that it has the skill, experience, and resources to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider.

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

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $ . The parties agree that payment shall be made in accordance with the schedule set forth below.

Payment Terms: Invoices are due within days of receipt unless otherwise specified. All payments shall be made in United States Dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of eight percent (8%) per annum or the maximum rate permitted by law, and a late fee of % per month may be charged on overdue balances. Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause by providing the other party with written notice at least days prior to the intended termination date. Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Provider shall deliver all completed and in-progress work for which Client has paid, and Client shall pay Provider for all services performed and non-cancelable obligations incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public, proprietary or confidential information disclosed by one party ("Discloser") to the other party ("Recipient") either directly or indirectly, whether disclosed orally, in writing, or by inspection of tangible objects, including, but not limited to, business plans, customer lists, technical data, software, and financial information.

Obligations: Recipient shall (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted by this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures at least equal to those it uses to protect its own confidential information.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement by Recipient; (ii) was rightfully in Recipient's possession prior to disclosure; (iii) is lawfully received by Recipient from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

Required Disclosure: If Recipient is required by law or valid legal process to disclose Confidential Information, Recipient shall, to the extent permitted, provide prior written notice to Discloser and cooperate in any effort to obtain a protective order or other remedy to preserve confidentiality.

Survival: The confidentiality obligations set forth in this section shall survive termination or expiration of this Agreement for a period of years, or for such longer period as required by applicable law with respect to trade secrets.

GOVERNING LAW

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for the resolution of disputes arising out of or related to this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

Amendments and Waivers: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or delegate any 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 similar change of control.

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, and that performance of this Agreement will not violate any applicable law or contractual obligation of such party.

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