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DOCUMENT PRINT VIEW - GENERAL BUSINESS AGREEMENT

Parties

Recitals

WHEREAS, Client Name: (hereinafter "Client") desires to obtain certain business services from Service Provider Name: (hereinafter "Service Provider"); and

WHEREAS, Service Provider has represented that it has the expertise, personnel and resources to perform the services described below on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Effective Date

This Agreement shall be effective as of the Effective Date: (the "Effective Date").

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. The parties may modify the scope by written amendment signed by both parties.

Payment Terms

In consideration for the services, Client shall pay Service Provider in accordance with the following terms.

Service Provider shall invoice Client in writing. Unless otherwise agreed in writing, all undisputed invoices are due net thirty (30) days from invoice date. Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses. Each party is responsible for its own taxes, except Client shall withhold any taxes required by applicable law and provide documentation of such withholding upon request.

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 to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days following written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as required by law or as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business, technical and financial information disclosed in connection with this Agreement, but excludes information that (a) was publicly available at the time of disclosure, (b) becomes publicly available through no fault of the Receiving Party, (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (d) is rightfully received from a third party without restriction.

The confidentiality obligations set forth in this section shall survive termination or expiration of this Agreement for a period of years.

Governing Law

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

Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship between the parties.

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the address set forth below or to such other address as a party may designate by written notice to the other party.

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