Business Services Vericom

BUSINESS SERVICES VERICOM - GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of (the "Effective Date"), 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 represents that it has the professional capacity, expertise, and resources to provide business services described herein; and

WHEREAS, Client desires to retain Service Provider to perform the services set forth in this Agreement under the terms and conditions contained herein; and

WHEREAS, the parties wish to set forth their respective duties, payment terms, confidentiality obligations and other provisions governing their relationship.

SCOPE OF WORK

Service Provider shall perform the following services for Client in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, and acceptance criteria shall be as set forth below.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements described below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees, for collection of past-due amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. In the event of termination for convenience, Service Provider shall be paid for services performed and expenses incurred through the effective date of termination.

Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for ten (10) days following written notice specifying the nature of the breach. Termination for cause shall not relieve the breaching party from liability for damages resulting from the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether orally, visually or in writing, 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. Confidential Information includes business plans, pricing, trade secrets, customer lists, technical data and other proprietary information.

The receiving party shall (a) maintain Confidential Information in strict confidence using at least the same standard 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 or exercise its rights under this Agreement; and (c) 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 at least as protective as those contained herein.

Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to the extent required by law or valid legal process provided it gives the disclosing party prompt written notice and cooperates in any lawful effort to limit or contest such disclosure.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable to the other for incidental, consequential, special or punitive damages. Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's negligence, willful misconduct or breach of this Agreement.

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 rules. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any action arising out of or related to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and executed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as either party designates in writing. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors; nothing herein creates a joint venture, partnership or employment relationship.

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