Business Services Productions LLC

GENERAL BUSINESS SERVICES AGREEMENT

This General Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Business Services Productions LLC, a limited liability company ("Company"), and Client Name: .

RECITALS

WHEREAS, Company provides business services, including but not limited to project management, content production, and consulting, and Client desires to retain Company to perform certain services for Client on the terms and conditions set forth in this Agreement.

WHEREAS, the parties desire to set forth the scope, schedule, compensation and other material terms governing the performance of such services.

WHEREAS, the parties intend that the services be provided as independent contractor services, and not as employment, joint venture or partnership.

SCOPE OF WORK

Company shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to the scope shall require a written change order executed by both parties describing the change, impact on schedule, and any adjustment to compensation.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices are due Net days from invoice date. Late payments shall incur interest at the rate of per month (or the maximum lawful rate, if lower), together with all reasonable costs of collection, including attorneys' fees. All fees are exclusive of taxes; Client shall be responsible for any sales, use, value-added or other taxes assessed on payments under this Agreement, excluding taxes on Company's net income.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and, unless earlier terminated as provided herein, continues until End Date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Company for all services performed and reimbursable expenses incurred through the effective date of termination and for any non-cancellable obligations incurred on Client's behalf.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or otherwise, 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.

Non-Disclosure and Use: Each receiving party shall (i) 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; (ii) not disclose Confidential Information to any third party except to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction and without breach of this Agreement; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Duration: The obligations of confidentiality shall survive termination of this Agreement for a period of years, provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW AND 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 law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or in the state or federal courts located in the county where Company's principal place of business is located, at Company's option. Each party hereby consents to personal jurisdiction and venue in such forum.

MISCELLANEOUS PROVISIONS

Independent Contractor: The parties acknowledge and agree that Company is an independent contractor and not an employee, partner or agent of Client. Company shall be solely responsible for all federal, state and local taxes, withholding and benefits related to its personnel.

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

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third party claims arising from its gross negligence, willful misconduct or material breach of this Agreement, subject to applicable limitations of liability.

ENTIRE AGREEMENT

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

NOTICES

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