Business Written Document

GENERAL BUSINESS AGREEMENT

RECITALS

WHEREAS, Client Name: is engaged in the business described as: and desires to procure certain services from Service Provider Name: .

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services described in this Agreement and is willing to perform such services under the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

PARTY CONTACTS

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below in accordance with the standards and schedule agreed by the parties. Specific tasks, milestones and acceptance criteria shall be set out in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider for performance of the Scope of Work as set forth below. All payments are due in United States dollars and exclusive of any applicable taxes unless otherwise stated.

Late Payment: 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, plus all costs of collection including reasonable attorneys' fees. Late fees apply after days.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information disclosed by either party to the other, whether disclosed orally, in writing or by inspection, and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; 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 herein. Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation to the disclosing party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or valid order of a court or governmental authority, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that disputes arising out of or related to this Agreement shall be resolved by binding arbitration in the county where the Client's principal place of business is located, unless the parties mutually agree otherwise in writing.

MISCELLANEOUS

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

Amendments; Waiver: No amendment or waiver shall be effective unless in writing and signed by both parties. The failure to enforce any provision will not constitute a waiver of that provision or any other provision.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, representations and agreements, whether written or oral.

SIGNATURES

The parties have executed this Agreement as of the dates set forth below.

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