Business Pod Forms

BUSINESS POD FORMS — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of by and between Provider Name: , a Corporation LLC Other, and Client Name: .

RECITALS

WHEREAS, Provider is engaged in the business of developing, supplying and managing business pod services, including but not limited to workspace configuration, operational support and software integration (collectively, "Services"); and

WHEREAS, Client desires to engage Provider to perform the Services set forth in this Agreement, and Provider is willing to perform such Services on the terms and conditions set forth herein; and

WHEREAS, the parties intend to set forth their entire agreement in writing and to establish the respective rights and obligations of the parties.

SCOPE OF WORK

Provider shall perform the Services described above in a professional and workmanlike manner consistent with industry standards. Provider will supply qualified personnel, materials, and equipment as required to accomplish the described Services unless otherwise expressly set forth herein.

PAYMENT TERMS

Any amount not paid within the invoice due period shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. In addition, Client shall pay a late fee of for each overdue invoice, and shall reimburse Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial and operational information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, pricing, product roadmaps, customer lists, business processes, trade secrets and software code.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted under this Agreement, and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement. The receiving party may disclose Confidential Information to its affiliates, employees, contractors and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party prior to disclosure without restriction, is rightfully received from a third party without duty of confidentiality, or is independently developed by the receiving party.

Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the extent required by applicable law or by a binding order of a court or governmental authority, provided that, to the extent permitted, the receiving party provides prompt written notice to the disclosing party and cooperates in any effort to obtain a protective order or confidential treatment.

GOVERNING LAW; DISPUTE RESOLUTION

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 agree that any dispute arising out of or relating to this Agreement shall be resolved by final and binding arbitration conducted in the county in which the Provider's principal place of business is located, unless the parties mutually agree otherwise in writing. Judgment upon any arbitration award may be entered in any court of competent jurisdiction.

INSURANCE AND INDEMNIFICATION

Provider shall maintain commercial general liability and professional liability insurance coverage appropriate to the Services. Each party agrees to indemnify, defend and hold harmless the other party from and against any claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of a party's gross negligence, willful misconduct, or breach of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments hereto, 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.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this Section. Notices shall be deemed given upon personal delivery, on the date of confirmed electronic transmission, or three business days after deposit with a nationally recognized overnight courier.

ADDITIONAL PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: The failure of either party to enforce any right shall not constitute a waiver of that right. Assignment: Neither party may assign 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.

SIGNATURES

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