Court Document Lea Court

COURT DOCUMENT LEA COURT

This General Business Agreement (the Agreement) is made effective as of by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, the Client desires to engage the Service Provider to perform certain professional services in connection with matters described herein; and

WHEREAS, the Service Provider possesses the experience, personnel and resources necessary to perform the services set forth in this Agreement and is willing to provide such services to the Client under the terms and conditions set forth below; and

WHEREAS, the parties intend that this Agreement set forth the full and final terms of their contractual relationship with respect to the subject matter hereof.

SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below. The parties agree the Scope of Work is to be performed with reasonable skill, care and diligence in accordance with industry standards.

PAYMENT TERMS

The Client shall pay the Service Provider for services rendered in accordance with the following terms.

A late fee of per month (or the maximum permitted by applicable law, whichever is lower) shall apply to any overdue amount. In addition, the Client shall be responsible for reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

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

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days following written notice specifying the breach.

Upon termination, the Service Provider will deliver all completed and in-progress work and the Client will pay for services rendered and approved expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction. Notwithstanding the foregoing, either party may make disclosures to the extent required by law or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates in seeking a protective order or other appropriate remedy.

INSURANCE; INDEMNIFICATION

The Service Provider shall maintain insurance customary for the industry and appropriate to the services performed. The Service Provider shall indemnify, defend and hold harmless the Client from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the Service Provider's negligent acts, omissions or willful misconduct in the performance of services under this Agreement, except to the extent caused by the Client's negligence or willful misconduct.

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 principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including all schedules, exhibits and attachments expressly incorporated herein) 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 amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver by either party of any breach or default shall be deemed a waiver of any preceding or subsequent breach or default. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture or agency relationship.

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