Client Preparer Copy

CLIENT PREPARER COPY — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the "Agreement") is entered into as of by and between Client Name: and Preparer Name: .

RECITALS

WHEREAS, Client is engaged in operations for which Client desires to retain Preparer to perform certain professional services described below; and

WHEREAS, Preparer represents that Preparer has the experience, qualifications, and personnel necessary to perform the services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the parties agree as follows:

1. SCOPE OF WORK

Preparer will perform the services described below (the "Services") in accordance with the terms of this Agreement. Preparer shall furnish all labor, materials, and equipment necessary to perform the Services, except as expressly set forth otherwise.

2. PAYMENT TERMS

Client shall pay Preparer the fees for Services in accordance with this section. Fees do not include taxes unless otherwise specified. Preparer shall invoice Client in accordance with the schedule below and shall provide reasonable documentation of work performed upon request.

Invoice Disputes: Client shall notify Preparer of any disputed portion of an invoice in writing within ten (10) days of receipt; undisputed amounts shall remain payable when due. If Client fails to timely pay undisputed amounts, Preparer may suspend Services and assess the agreed late fee until payment is received.

3. TERM AND TERMINATION

Either party may terminate this Agreement for material breach that remains uncured for the notice period above, or immediately for insolvency or unlawful conduct. Termination shall not relieve Client of obligation to pay for Services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnity, payment of accrued fees, and governing law shall survive termination.

4. CONFIDENTIALITY

Each party acknowledges that during performance of the Services it will have access to Confidential Information of the other party. "Confidential Information" means nonpublic business, technical, financial, or other information disclosed in writing or orally that is designated as confidential or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted in this Agreement; (b) use Confidential Information solely for the purposes of performing obligations under this Agreement; and (c) take reasonable measures to protect such Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is (i) publicly available without breach, (ii) known to the receiving party prior to disclosure, (iii) lawfully received from a third party without restriction, or (iv) independently developed without use of Confidential Information.

If a party is compelled by law to disclose Confidential Information, that party shall provide prompt written notice to the disclosing party and cooperate to seek confidential treatment or a protective order.

5. REPRESENTATIONS, WARRANTIES, AND INDEMNITY

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. Preparer warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify, defend, and hold harmless the other party from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that State for any disputes arising under this Agreement.

7. ENTIRE AGREEMENT

This Agreement, together with 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 agreements, proposals, negotiations, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by both parties.

8. NOTICES

Notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by notice to the other.

MISCELLANEOUS

Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.

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

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