Business Services Norwest

BUSINESS SERVICES NORWEST — GENERAL BUSINESS AGREEMENT

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 Name: seeks to retain Service Provider Name: to perform certain business services described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services in a professional manner consistent with industry standards.

SCOPE OF WORK

Service Provider shall perform the services with due care, skill, and attention, and shall assign personnel who are qualified and experienced. Deliverables, milestones, acceptance criteria, and performance standards shall be set forth in the Description of Services and any applicable attachments incorporated herein.

PAYMENT TERMS

Client shall pay undisputed invoices within Payment Terms Days: days of invoice date. Invoices not contested in writing within ten (10) business days shall be deemed accepted. Payments shall be made in U.S. dollars unless otherwise agreed in writing.

EXPENSES

Client will reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in the performance of services. Reimbursable expenses require prior written authorization and shall be invoiced with supporting receipts. Maximum single expense without prior approval:

TERM AND TERMINATION

Term Commencement:   Term Expiration:

Either party may terminate this Agreement for convenience upon written notice of Notice Period Days: days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of breach.

Upon termination, Service Provider shall deliver all completed work and reasonable documentation for work in progress. Client shall pay for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments approved prior to termination.

CONFIDENTIALITY

Each party (Recipient) acknowledges that during performance it may receive Confidential Information of the other party (Discloser). Confidential Information means non-public business, technical, financial or other information designated as confidential or that reasonably should be understood to be confidential. Recipient shall: (a) use Confidential Information solely to perform under this Agreement; (b) protect it with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose it to third parties except to employees, contractors or advisors who need access and are bound by confidentiality obligations no less protective than this clause.

Confidential Information does not include information that is or becomes publicly available without breach, was already known by Recipient without restriction, is rightfully received from a third party without obligation of confidentiality, or is independently developed by Recipient without use of the Discloser's Confidential Information. Required disclosures by law or regulation must be promptly notified to Discloser to allow for protective measures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in deliverables created specifically for Client under this Agreement upon full payment of amounts due. Service Provider retains ownership of its pre-existing tools, methodologies, templates, and know-how, and grants Client a non-exclusive, non-transferable license to use such items only to the extent incorporated into the deliverables.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from its negligent acts or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID TO SERVICE PROVIDER BY CLIENT UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

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 agree that any disputes shall be resolved in the competent state or federal courts located within that state, unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

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

MISCELLANEOUS

The relationship of Service Provider to Client is that of an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Service Provider is solely responsible for all taxes, insurance, and other obligations arising from its performance.

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