Business Self-Prepared Document

BUSINESS SELF-PREPARED DOCUMENT — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of between:

RECITALS

WHEREAS the Service Provider carries on business providing services and solutions described herein and represents that it has the competence, personnel and resources to perform the services in a professional manner;

WHEREAS the Client desires to engage the Service Provider to perform the services described in this Agreement and the Service Provider agrees to provide such services pursuant to the terms and conditions set forth below;

WHEREAS the parties intend by this Agreement to define their respective rights, obligations and the scope of work to be performed.

SCOPE OF WORK

The Service Provider will perform the services and deliverables described below. The description must be sufficiently detailed to define the obligations of the Service Provider and the deliverables to be accepted by the Client.

PAYMENT TERMS

In consideration for the services and deliverables, the Client will pay the Service Provider the sums set forth below. All payments are payable in United States dollars unless otherwise agreed in writing.

Unless otherwise agreed, invoices are due within days of invoice date. Late payments will accrue interest at % per month (or the maximum permitted by law), plus reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues in effect until the End Date, unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach. Termination shall not relieve the Client of its payment obligations for services performed prior to termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means any non-public information disclosed in written, electronic or oral form that is designated as confidential or that reasonably should be understood to be confidential.

The receiving party will: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to third parties without prior written consent, except as required by law. Confidentiality obligations will survive termination of this Agreement for a period of years.

REPRESENTATIONS; WARRANTIES; LIMITATION

Each party represents that it has the corporate power and authority to enter into this Agreement. The Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

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. Venue for disputes shall lie in the appropriate state or federal courts located in that state.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

MISCELLANEOUS

Neither party may assign or transfer this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets. If any provision is held invalid, the remainder shall continue in full force and effect.

The parties agree that this Agreement may be executed in counterparts and delivered by electronic means, each of which shall be deemed an original and all of which together shall constitute one instrument.

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