Business Schedule Version

BUSINESS SCHEDULE VERSION

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages in the business of offering goods or services and requires certain professional services and scheduling deliverables to be performed in accordance with the schedule and scope set forth in this Agreement;

WHEREAS, Service Provider represents that it has the expertise, personnel and operational capacity to perform the services described in Schedule A and to meet the milestones and deadlines agreed by the parties;

WHEREAS, the parties desire to set forth the scope, schedule, payment terms and other material provisions governing the parties' relationship in this Agreement.

SCOPE OF WORK (SCHEDULE A)

The following schedule of milestones, deliverables and compensation shall apply. Each milestone shall be deemed a deliverable when accepted in writing by Client in accordance with the acceptance criteria set forth in Schedule A.

Due Date:   Fee:

Due Date:   Fee:

PAYMENT TERMS

Total Contract Amount:

Late Payment: In the event any undisputed amount is not paid when due, Client shall pay a late fee equal to per month on the overdue amount, plus reasonable costs of collection, or the maximum permitted by applicable law, whichever is less. A grace period of days applies before late fees accrue.

TERM AND TERMINATION

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, 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. Confidential Information excludes information that is (i) already known to the receiving party without an obligation of confidentiality, (ii) becomes publicly known through no wrongful act of the receiving party, (iii) is rightfully received from a third party without restriction, or (iv) independently developed by the receiving party without use of the disclosing party's Confidential Information.

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

Duration: The obligations in this section shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for as long as they qualify as trade secrets 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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including all schedules and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with the sale of substantially all of its assets or a merger where the assignee assumes the assigning party's obligations hereunder.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates in writing.

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