Execution Copy Document

EXECUTION COPY — GENERAL BUSINESS AGREEMENT

This Execution Copy of the General Business Agreement (the Agreement) is made and entered into as of Effective Date: by and between Party A Name: with principal address:

and Party B Name: with principal address:

RECITALS

WHEREAS, Party A is engaged in the business of providing the goods and services described in this Agreement and has the capability and resources to perform the Scope of Work set forth below;

WHEREAS, Party B desires to retain Party A to perform such services and Party A is willing to perform such services on the terms and conditions contained herein; and

WHEREAS, the parties intend that this Execution Copy memorialize their full agreement with respect to the subject matter hereof and that the Effective Date be the date first written above.

SCOPE OF WORK

1. Services. Party A shall perform the services and deliver the deliverables described below (collectively, the Scope of Work). Party A shall perform the Scope of Work in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

2. Compensation. In consideration for the performance of the Scope of Work, Party B shall pay Party A the amounts and according to the schedule set forth below. All amounts are exclusive of taxes unless otherwise stated.

3. Invoicing and Payment Terms. Party A shall submit written invoices in accordance with the payment schedule. Unless otherwise agreed in writing, payments are due within thirty (30) days of receipt of a properly rendered invoice. Party B shall dispute any portion of an invoice within ten (10) days; failure to dispute shall constitute acceptance of the invoice as rendered.

TERM AND TERMINATION

4. Term. The term of this Agreement shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this Section.

5. Termination for Convenience. Either party may terminate this Agreement for convenience upon providing written Notice Period: days' prior written notice to the other party.

6. Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any other remedy available at law or in equity.

CONFIDENTIALITY

7. Confidential Information. Each party (the Receiving Party) agrees that all non-public information disclosed by the other party (the Disclosing Party) that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure constitutes Confidential Information. The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) use Confidential Information solely to perform its obligations under this Agreement.

8. Exceptions. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) was lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to its employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

9. Survival. The confidentiality obligations set forth in this Agreement shall survive for a period of three (3) years following termination or expiration of this Agreement, except that trade secrets shall remain confidential for as long as such information remains a trade secret under applicable law.

GOVERNING LAW

10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its rules governing conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes arising under this Agreement.

MISCELLANEOUS

11. Representations and Warranties. Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and performance of this Agreement will not violate any agreement to which it is a party.

12. Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total amount paid or payable under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

13. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings and negotiations. This Agreement may be amended or modified only by a written instrument signed by both parties.

14. Notices. Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by notice in accordance with this Section. Notices shall be deemed given when delivered personally, sent by confirmed overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, certified or registered.

EXECUTION

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

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