Business Test Two

BUSINESS TEST TWO

This General Business Agreement ("Agreement") is entered into as of Date: by and between Client Name: with principal address at and Contractor Name: with principal address at .

WHEREAS

WHEREAS, Client engages Contractor to perform certain professional services described herein, and Contractor has the expertise and capacity to provide such services in accordance with the terms of this Agreement.

WHEREAS, the parties desire to set forth the terms, conditions, and compensation under which Contractor will provide the services to Client, and to allocate risks and responsibilities between the parties.

WHEREAS, the parties intend that this Agreement constitute the entire understanding between them with respect to the engagement and supersede all prior negotiations and understandings.

SCOPE OF WORK

Contractor shall perform the services described above in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws and regulations. Contractor will provide periodic progress reports to Client upon request.

PAYMENT TERMS

One-time payment due upon completion    Milestone payments as set forth below    Monthly installments

Amount due within days of invoice receipt. Invoices shall itemize services performed and expenses incurred. Payments shall be remitted to the payee designated by Contractor in writing.

Late payments shall bear interest at a rate of percent per month (or the maximum lawful rate, if lower) on any unpaid balance, plus any collection costs and attorneys' fees incurred to enforce payment.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon delivery of written notice to the other party no fewer than days prior to the effective termination date. Either party may also terminate this Agreement immediately for material breach if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Contractor for all services performed and approved expenses incurred through the effective date of termination. Contractor shall deliver to Client any work product completed to date and shall invoice Client for any unpaid amounts.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, whether written, oral, electronic or other form, that is designated as confidential or that the receiving party should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except as necessary for performance under this Agreement and subject to written confidentiality obligations at least as protective as those set forth herein; and (c) use Confidential Information only for the purposes of performing under this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed without reference to the disclosing party's Confidential Information. Upon written request, confidential materials shall be returned or destroyed, except that each party may retain one archival copy for compliance and records.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith a substitute, valid and enforceable provision that most closely effects the parties' intent.

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