Client Pre-Filled Form

CLIENT PRE-FILLED FORM

This General Business Agreement (the Agreement) is entered into as of by and between Client Name: with principal place of business at , and Service Provider: , with principal place of business at .

RECITALS

WHEREAS, Client requires certain professional services in the area of business operations and related deliverables as further described below; and

WHEREAS, Service Provider represents that it has the experience, qualifications, personnel and capacity to perform such services and is willing to provide those services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliver the items described below. All services shall be performed in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

In consideration for the services to be provided, Client shall pay Service Provider in accordance with the amounts and schedule set forth below. All amounts are stated in U.S. dollars unless otherwise indicated.

Late payments shall incur interest and collection costs as set forth below.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party after providing written notice and a reasonable cure period of thirty (30) days, except when a different cure period is specified herein.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any information marked or otherwise identified as confidential by the disclosing party (Disclosing Party), or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"), except as required by law. Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of the Receiving Party; (b) is lawfully received from a third party without restriction and without breach of these obligations; (c) was known to the Receiving Party prior to receipt from the Disclosing Party as evidenced by written records; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains ownership of any pre-existing intellectual property and tools. To the extent deliverables incorporate Service Provider's pre-existing materials, Service Provider grants a license to use such materials as necessary for Client's use of the deliverable.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement or its negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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 any dispute arising out of or relating to this Agreement shall be resolved by the courts located in the county or district identified by the governing law state, and the parties submit to the exclusive jurisdiction and venue of those courts.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. 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 successor in connection with a merger or sale of substantially all assets. Notices: Notices must be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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