Business Template TP

BUSINESS TEMPLATE TP — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made effective as of , , by and between:

RECITALS

WHEREAS, Client desires to engage Provider to perform certain professional services described in this Agreement and Provider agrees to perform such services under the terms and conditions set forth herein;

WHEREAS, Provider has the requisite skill, experience and capacity to furnish the services and deliverables described in this Agreement and warrants its personnel will perform in a professional and workmanlike manner; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to the services, compensation, confidentiality and the terms of their relationship.

SCOPE OF WORK

Provider shall perform the services and deliver the work products described below. Provider shall use qualified personnel, exercise reasonable care, and comply with industry standards applicable to the services.

PAYMENT TERMS

In consideration of the services rendered, Client shall pay Provider the fees and expenses as set forth below. All amounts are stated in lawful currency.

TERM AND TERMINATION

This Agreement commences on , and continues until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations that by their nature survive termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose or use any Confidential Information disclosed by the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information which: (a) is or becomes generally known to the public without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party agrees to use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon expiration or termination of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information as directed in writing.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Provider shall indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, losses or expenses arising out of Provider's gross negligence or willful misconduct in the performance of services. Client shall indemnify Provider for liabilities arising from Client's willful misconduct or material breach.

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for claims under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the six (6) month period preceding the claim.

FORCE MAJEURE

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, labor disputes, governmental actions, or internet or utility failures; provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the arbitration rules chosen by the parties and conducted in the county of the governing state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments executed by the parties, 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 written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices: All notices under this Agreement shall be in writing and delivered to the contact information provided above or to addresses otherwise designated in writing. Notices shall be effective upon receipt.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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