Business Path Template

BUSINESS PATH TEMPLATE

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

Effective Date:

RECITALS

WHEREAS, Client is engaged in the business identified as a provider of products and/or services and desires to engage Provider to perform certain professional services in connection with Client's business objectives; and

WHEREAS, Provider represents that it has the requisite experience, personnel and resources to perform the services described herein on the terms set forth in this Agreement; and

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

SCOPE OF WORK

Provider shall perform the services in a timely, professional and workmanlike manner consistent with industry standards. Any changes to the scope of work shall be documented in writing and signed by authorized representatives of both parties before such changes are effective.

PAYMENT TERMS

All fees are exclusive of taxes. Client is responsible for any sales, value-added or similar taxes as required by law unless a valid exemption is provided in writing. Provider will submit itemized invoices in accordance with the invoice terms set forth above. Failure to timely pay undisputed amounts shall entitle Provider to suspend services after providing seven (7) days' written notice.

TERM AND TERMINATION

Term Commencement Date:     Term End Date (if applicable):

Either party may terminate this Agreement for convenience upon written notice to the other party in accordance with the notice period specified above. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice. Termination shall not relieve Client of the obligation to pay for services provided and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party ("Receiving Party") shall hold in strict confidence all non-public information, trade secrets, data, business plans, customer information and other materials disclosed by the other party ("Disclosing Party") that are identified as confidential or that, by their nature, should reasonably be considered confidential ("Confidential Information"). The Receiving Party shall not use Confidential Information except as necessary to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidential Information does not include information which: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party without restriction on use or disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction. Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or certify destruction of all Confidential Information and copies thereof, except as required to be retained by law or for archival purposes, provided such retained copies remain subject to confidentiality obligations.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The waiver of any breach or failure to enforce any provision shall not constitute a waiver of any other right or provision.

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