Business P L Document

BUSINESS P L DOCUMENT

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Party A Name: with principal address: and Party B Name: with principal address: .

WHEREAS

WHEREAS, Party A is engaged in the business of providing certain products and services as more particularly described herein; and

WHEREAS, Party B desires to retain Party A to perform and deliver services and/or deliverables pursuant to the scope and terms set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment and confidentiality of information exchanged under this Agreement.

SCOPE OF WORK

Party A shall perform the services and deliver the work product described below. The parties acknowledge that any material changes to the scope shall require a written amendment signed by both parties.

PAYMENT TERMS

Compensation: Party B shall pay Party A a total fee of USD for the services rendered under this Agreement, subject to the schedule and conditions set forth below.

Late Payment: Any amount not paid within days after the due date shall accrue a late fee of USD plus interest at a rate of percent per month, compounded monthly, to the maximum extent permitted by law.

TERM AND TERMINATION

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

Termination Without Cause: Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective date of termination.

Termination For Cause: Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach and the required cure.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party) 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.

Obligations: The Receiving Party shall (a) maintain the confidentiality of the Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) was in the Receiving Party's possession without restriction prior to receipt from the Disclosing Party, or (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations set forth in this section shall survive the termination or expiration of this Agreement for a period of years, except with respect to trade secrets where the obligations shall survive for as long as the information remains a trade secret under applicable law.

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 laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification shall be binding unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail return receipt requested, or by overnight courier to the addresses set forth below or such other address as a party may designate in writing.

MISCELLANEOUS

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

Assignment: Neither party may assign or delegate this Agreement in whole or in part 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 of its assets, or corporate reorganization.

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