Business Required Form

BUSINESS REQUIRED FORM

This General Business Agreement (Agreement) is made effective as of . The parties to this Agreement are set forth below.

Parties and Contact Information

Client Name:    Contact Person:

Service Provider Name:    Contact Person:

Recitals

WHEREAS, Client requires certain business services and deliverables as described in this Agreement, and Provider possesses the necessary expertise, personnel and resources to perform those services in accordance with the terms set forth herein;

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other material provisions governing the relationship between Client and Provider;

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

1. Scope of Work

Provider shall perform the services and deliverables described below. Provider shall deliver work in a professional and workmanlike manner consistent with industry standards and the schedule agreed by the parties.

2. Payment Terms

Client shall pay Provider the fees specified below in consideration for the services performed under this Agreement. All fees are exclusive of applicable taxes unless otherwise stated.

Any undisputed amount not paid within days of the invoice due date shall accrue interest at or the maximum rate permitted by law, whichever is lower.

Bank Transfer    Check    Credit Card    Other

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the other party with at least days' prior written notice. Upon termination for convenience, Provider shall be entitled to payment for services performed and reasonable, documented costs incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information of the disclosing party, whether disclosed in writing, orally, visually or by inspection, 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. Each receiving party shall:

(a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted by this Agreement; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) limit access to Confidential Information to employees or contractors with a need to know who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement by the receiving party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law or valid court order, provided the receiving party gives prompt written notice and cooperates with the disclosing party to seek protective relief.

5. 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.

6. Entire Agreement; Amendment

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

7. Miscellaneous

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

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