Business Services New Hope

BUSINESS SERVICES NEW HOPE

This General Business Services Agreement ("Agreement") is entered into as of , by and between Service Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business consulting, administrative and support services and possesses the expertise and personnel necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the mutual covenants and obligations of the parties with respect to such services.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The scope may be modified by written change orders signed by both parties.

PAYMENT TERMS

As full compensation for the services and deliverables provided under this Agreement, Client shall pay Service Provider in accordance with the terms set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoices shall be delivered to the invoice address or email designated by Client and are due within days of receipt unless otherwise stated in the invoice. Late payments shall bear interest at the lesser of:

Client shall reimburse Service Provider for reasonable and preapproved out-of-pocket expenses incurred in connection with the performance of services upon presentation of supporting documentation.

Check Wire Transfer Credit/Debit Card Other

TERM AND TERMINATION

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

Start Date:    End Date:

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that during performance of this Agreement it will have access to confidential or proprietary information of the other party (the "Disclosing Party"). Confidential Information includes, without limitation, business plans, financial information, pricing, customer lists, trade secrets, and information clearly designated as confidential.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted in this Agreement; (b) use Confidential Information solely to perform its obligations hereunder; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Reasonable measures shall be no less protective than those used to protect the Receiving Party's own confidential information of similar importance.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully in the Receiving Party's possession prior to receipt; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without the use of the Disclosing Party's Confidential Information. If disclosure is compelled by law, the Receiving Party will provide prompt written notice and will cooperate with reasonable efforts to obtain confidential treatment.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

INSURANCE AND INDEMNIFICATION

Service Provider shall maintain insurance coverage appropriate to the services performed and shall provide certificates of insurance upon Client request. Each party shall indemnify and hold harmless the other party from losses, liabilities, damages, and expenses arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct.

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.

ENTIRE AGREEMENT

This Agreement, including any schedules 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, representations, and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in connection with a merger or sale of substantially all assets.

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