Business Sub Booklet

BUSINESS SUB BOOKLET

This General Business Agreement ("Agreement") is entered into as of by and between Company Name: with principal address: (hereinafter "Company"), and Subcontractor Name: with principal address: (hereinafter "Subcontractor"). Company and Subcontractor are each a "Party" and together the "Parties."

WHEREAS

WHEREAS, Company is engaged in the business of providing goods and services and requires certain specialized or supplemental services to perform its obligations to its customers; and

WHEREAS, Subcontractor represents that it has the qualifications, experience, personnel and resources necessary to perform such services and is willing to provide such services to Company under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms governing the scope, compensation, confidentiality, term, termination and other rights and obligations applicable to the services described herein.

SCOPE OF WORK

Subcontractor shall provide the services and deliverables described below in a professional manner, consistent with industry standards and applicable law:

PAYMENT TERMS

Subcontractor shall submit invoices to Company at the following billing contact:

Payments not received by the due date shall accrue late charges at the lesser of (i) or (ii) per month, plus costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination.

Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of notice.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public technical, financial, business, and other proprietary information disclosed by one Party ("Discloser") to the other Party ("Recipient"), whether disclosed orally, visually or in writing and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Recipient shall (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) not use Confidential Information other than to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or permitted contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of Recipient; (ii) was in Recipient's possession prior to receipt from Discloser without breach of an obligation to Discloser; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Confidential Information.

Return/Destruction: Upon termination or written request, Recipient shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

INSURANCE, COMPLIANCE AND INDEMNIFICATION

Insurance: Subcontractor shall maintain, at its own expense, insurance coverage sufficient for the scope of work, including commercial general liability and, if applicable, professional liability insurance. Certificates evidencing insurance shall be provided upon request.

Compliance with Law: Each Party shall comply with all applicable laws, regulations and ordinances in performing its obligations under this Agreement.

Indemnification: Subcontractor shall indemnify, defend and hold harmless Company and its affiliates, officers, directors and employees from and against any and all third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Subcontractor's performance, 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 conflicts of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments, exhibits or 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, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

REPRESENTATIONS; AUTHORITY

Each Party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or organizational action.

PARTY CONTACTS FOR NOTICES

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