Business Services Monoxide

Business Services Monoxide - General Business Agreement

This General Business Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between the parties identified herein.

Parties

Service Provider Name:

Client Name:

Effective Date:

WHEREAS Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, system integration, and project management, and possesses the skills, personnel and resources necessary to perform the services described in this Agreement;

WHEREAS, Client desires to retain Service Provider to perform the services described herein, and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement;

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

Scope of Work

Service Provider shall perform the services described below for Client in a professional and workmanlike manner, in accordance with industry standards and the schedules set forth in this Agreement.

Payment Terms

Client shall pay Service Provider fees as follows. All fees are exclusive of applicable taxes unless otherwise stated.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law, and Client shall be responsible for all costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall terminate on .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other party ("Recipient") 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, including but not limited to business plans, financial information, technology, trade secrets, customer lists and pricing.

Obligations: Recipient shall (a) hold Confidential Information in strict 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 disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely for the performance or enforcement of this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of Recipient, (ii) was known to Recipient prior to disclosure without obligation of confidentiality, (iii) is lawfully received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or breach of its obligations under this Agreement.

Limitation of Liability: Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability for claims arising out of or related to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Entire Agreement

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

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Independent Contractor: Service Provider shall perform services as an independent contractor and not as an employee, agent or partner of Client. Service Provider is solely responsible for all employment taxes and benefits for its personnel.

Notices: Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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