Client Project CP RM

Client Project CP RM — General Business Agreement

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

Recitals

WHEREAS, Client requires certain services and deliverables in connection with the project identified as Client Project CP RM (the "Project"), and Contractor represents that Contractor has the professional capability and resources to provide such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the services and provide deliverables described in this Agreement and to allocate responsibilities, payments, and ownership of work product;

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

1. Scope of Work

Contractor shall perform the services and deliver the work product (the "Deliverables") described below. The scope includes design, development, testing, and delivery of project components as specified. Any material changes to scope shall be handled only by written change order executed by both parties.

2. Payment Terms

Client shall pay Contractor the Fees as set forth below in consideration for the timely and professional performance of the Scope of Work. Unless otherwise agreed in writing, all fees are exclusive of applicable taxes.

Invoices are payable within days of invoice date. Overdue amounts shall accrue interest at the rate of per month (or the maximum permitted by law), beginning on the day after payment is due.

3. Term and Termination

The term of 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 written notice given at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Contractor for all undisputed services performed and Deliverables delivered through the effective date of termination. Contractor shall deliver to Client any work in progress and reasonable documentation necessary for Client to continue the Project.

4. Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") in connection with the Project ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party without obligation of confidentiality, or (iii) is rightfully received from a third party without restriction.

The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Upon termination or at the Disclosing Party's request, the Receiving Party shall return or certify destruction of Confidential Information.

5. Intellectual Property

Subject to full payment of all Fees due, Contractor assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement. Contractor retains all right, title and interest in Contractor's pre-existing materials, tools, methodologies, and other intellectual property ("Background IP"). To the extent Background IP is incorporated into Deliverables, Contractor grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use such Background IP as included in the Deliverables for Client's internal use.

6. Warranties; Limitation of Liability

Contractor warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any action to enforce this Agreement shall be brought in the courts of that state or in federal court located within its jurisdiction.

8. Miscellaneous

Relationship of Parties: Contractor is an independent contractor. Nothing in this Agreement shall create an employer-employee, partnership, joint venture, or agency 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 in connection with a merger or sale of substantially all of its assets.

Notices: Notices required by this Agreement shall be in writing and delivered to the addresses provided above or to such other address as either party may designate by notice to the other.

9. Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

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