Business Memo Target

BUSINESS MEMO TARGET

This General Business Agreement (the "Agreement") is entered into as of Date: by and between Client Name: , with principal address: , and Service Provider Name: , with principal address: .

WHEREAS

WHEREAS, Client requires certain business analysis, documentation, and advisory services targeted to Client's strategic objectives and identified deliverables; and

WHEREAS, Service Provider has represented that it possesses the expertise, personnel, and resources necessary to perform the services described herein in a professional manner and in accordance with industry standards; and

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

SCOPE OF WORK

Service Provider will perform the services described below (the "Services"). The Services shall include, without limitation, the tasks, deliverables, and milestones set forth in this section and any attachments incorporated by reference. Service Provider will provide personnel reasonably necessary to complete the Services in accordance with the schedule agreed by the parties.

PAYMENT TERMS

Client shall pay Service Provider for the Services as set forth below. All payments are due in U.S. Dollars unless the parties agree otherwise in writing.

Unless otherwise specified in the Payment Schedule, invoices are payable within days of invoice receipt. All undisputed amounts not paid when due shall accrue interest at the lesser of (a) % per month, compounded monthly, or (b) the maximum rate permitted by applicable law. Client is also responsible for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause upon material breach by the other party if such breach remains uncured for a period of ten (10) business days following written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was known to the receiving party prior to disclosure as evidenced by written records, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.

The receiving party shall hold all Confidential Information in strict confidence, shall not disclose such information to any third party except to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and shall use Confidential Information solely to perform its obligations under this Agreement. The obligations under this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that jurisdiction for the resolution of disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any attachments and written statements of work executed under this Agreement, constitutes the entire agreement between the parties with respect to the Services 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 both parties.

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

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider is solely responsible for all wages, taxes, benefits, and other obligations with respect to its personnel.

NOTICES

REPRESENTATIONS

Each party represents and warrants that: (a) it has the full right, power, and authority to enter into and perform this Agreement; (b) this Agreement is a legal, valid, and binding obligation enforceable against it in accordance with its terms; and (c) the execution and delivery of this Agreement and the performance of its obligations will not violate any applicable law or contractual obligation.

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