Business Public Document

BUSINESS PUBLIC DOCUMENT — GENERAL BUSINESS AGREEMENT

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

Party A: , Address:

Party B: , Address:

WHEREAS

WHEREAS, Party A is engaged in the business of providing certain goods and services, including but not limited to consulting, project management, and licensed deliverables, and has represented that it possesses the skill, personnel and capacity to provide such services to Party B; and

WHEREAS, Party B desires to retain Party A to perform the services described in this Agreement and Party A agrees to perform such services pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Party A shall provide the services and deliverables described below. The services shall include performance to the standards and within the timeframes set forth in this Section and any attached exhibits. Any changes to the Scope of Work must be set forth in a written amendment signed by authorized representatives of both parties.

2. PAYMENT TERMS

In consideration for the services and deliverables provided by Party A under this Agreement, Party B shall pay Party A in accordance with the schedule and amounts set forth below. All payments shall be made in lawful currency and without setoff except as expressly provided in this Agreement.

If any undisputed amount due under this Agreement is not paid within days after the due date, Party A may charge interest at a rate of on the overdue amount, or the maximum rate permitted by applicable law, whichever is less. Late fees shall be calculated monthly on the outstanding principal.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Party B of the obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party acknowledges that in the course of performing under this Agreement it may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall include non-public business, financial, technical, operational and strategic information, whether disclosed orally, in writing, or by inspection of tangible objects.

Each recipient shall: (a) maintain the confidentiality of disclosed Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) 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 to confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information shall not include information that is or becomes generally available to the public other than by breach of this Agreement, or that is independently developed without reference to Confidential Information.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Party A shall retain ownership of all pre-existing intellectual property and tools it uses to perform the services. Upon receipt of full payment, Party A shall grant Party B a non-exclusive, perpetual, worldwide license to use deliverables specifically identified in the Scope of Work for internal business purposes. Any use beyond the license granted herein requires a separate written license agreement.

6. REPRESENTATIONS AND WARRANTIES; LIABILITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Party A warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability under this Agreement shall not exceed the total fees paid by Party B to Party A in the twelve (12) months preceding the claim.

7. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice). Notices shall be deemed received upon personal delivery, two business days after deposit with a nationally recognized overnight carrier, or five business days after deposit in the mail when sent by certified mail, return receipt requested.

8. GOVERNING LAW

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 exclusive venue and jurisdiction for any dispute arising out of this Agreement shall be in the state or federal courts located within that State, subject to any equitable relief a party may seek in a court of competent jurisdiction.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, agreements and understandings, 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.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes the assigning party's obligations hereunder.

The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms. Each person signing this Agreement represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for whom they sign.

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