Business Notes Server

BUSINESS NOTES SERVER AGREEMENT

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between:

Party A Name:    Address:

Party B Name:    Address:

WHEREAS

WHEREAS, Party A operates and maintains a centralized notes server environment and provides platform features, storage, and administrative services for business notes (the "Business Notes Server");

WHEREAS, Party B desires to license access to the Business Notes Server and obtain associated support and maintenance in accordance with the terms and fees set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

Party A will provide to Party B the services described below. Services shall include hosting, storage, access controls, routine backups, and technical support as described in the scope statement.

PAYMENT TERMS

Party B shall pay Party A the fees set forth below in consideration for services rendered under this Agreement. Fees are inclusive of standard hosting and support unless otherwise specified in the Scope of Work.

Payment shall be made in United States Dollars unless otherwise agreed in writing. If Party B fails to make any undisputed payment within the time specified, Party A may suspend access to the Business Notes Server after providing five (5) business days' prior written notice and an opportunity to cure.

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 cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") 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, including business, technical, customer and pricing information and the content of notes stored on the Business Notes Server.

The Recipient shall (i) use Confidential Information solely for performance of its obligations under this Agreement, (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than a reasonable standard of care, and (iii) not disclose Confidential Information to any third party except as permitted by this Agreement. The obligations of confidentiality shall survive termination of this Agreement for Confidentiality Duration:

Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement by Recipient; (b) was in Recipient's possession prior to receipt from Discloser; (c) is received by Recipient from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with the Scope of Work and any written schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this paragraph shall be void. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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