Business Services Cioffi

BUSINESS SERVICES CIOFFI - GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of (Effective Date), by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional consulting, management, and related business services, and possesses the necessary expertise, personnel and resources to perform such services; and

WHEREAS, Client desires to engage Service Provider to perform certain services described herein, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below (Services). The Services shall be performed in a professional manner consistent with industry standards and in accordance with the schedule agreed by the parties.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider as set forth below. All amounts are stated in U.S. dollars unless otherwise indicated.

Invoices are due within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Start Date set forth below and continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately upon written notice for material breach that is not cured within thirty (30) days after receipt of written notice of such breach, or immediately for insolvency or appointment of a receiver.

CONFIDENTIALITY

Each party (Recipient) acknowledges that it may receive Confidential Information of the other party (Discloser). Confidential Information means non-public information disclosed in written, electronic, or oral form that the Discloser designates as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of disclosure by Recipient; (ii) was known to Recipient prior to receipt from Discloser; (iii) is received from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. Except for breaches of confidentiality, gross negligence, or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of each party under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

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 laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If the dispute is not resolved by negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity in the state or federal courts located in the county specified below.

County:

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Service Provider shall be solely responsible for all payroll taxes, withholdings and other statutory obligations for its personnel.

Assignment. Neither party may assign or transfer this Agreement or its rights hereunder without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a sale of substantially all of its assets or a merger in which Service Provider is not the surviving entity.

Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

ENTIRE AGREEMENT

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. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

SIGNATURES

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