Fantasy Brown Document

FANTASY BROWN DOCUMENT

This General Business Agreement ("Agreement") is entered into as of by and between:

Client Name: ; Address:

Service Provider Name: ; Address:

RECITALS

WHEREAS, Client seeks to engage Service Provider to perform certain services related to Client's business operations, and Service Provider represents that it has the skills, experience, personnel and resources necessary to perform such services in a professional manner;

WHEREAS, the parties desire to set forth the terms and conditions pursuant to which Service Provider will perform the services and Client will compensate Service Provider; and

WHEREAS, the parties intend that this Agreement govern their entire business relationship with respect to the subject matter hereof.

SCOPE OF WORK

Service Provider shall perform the services described below in a timely, professional, and workmanlike manner in accordance with industry standards. The services shall include but are not limited to the tasks, deliverables, and milestones set forth herein.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. All payments shall be made in United States dollars unless otherwise agreed in writing.

Service Provider shall submit itemized invoices in writing. Unless otherwise stated, payments not received within the number of days specified above shall accrue the late fee set forth above and interest to the maximum extent permitted by law. Client will be responsible for reasonable collection costs, including attorneys' fees, for past-due amounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue until the End Date or until earlier terminated as provided herein.

Start Date: End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all confidential or proprietary information disclosed by the other party (the "Disclosing Party") and shall not use such information except as necessary to perform its obligations under this Agreement. Confidential information does not include information that is (a) already lawfully known to the Receiving Party without confidentiality obligations, (b) publicly available through no wrongful act of the Receiving Party, (c) rightfully received from a third party without similar restrictions, or (d) independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

The Receiving Party shall take reasonable measures to protect the confidentiality of the Disclosing Party's confidential information, which measures shall be no less than those measures it uses to protect its own confidential information of a similar nature.

INTELLECTUAL PROPERTY; WORK PRODUCT

Unless otherwise agreed in writing, all deliverables and work product developed by Service Provider specifically for Client under this Agreement shall be deemed "work made for hire" and ownership shall vest in Client upon full payment of all fees due. Service Provider retains ownership of its preexisting tools, templates and methodologies and grants Client a non-exclusive, non-transferable license to use such items solely to the extent they are embedded in the delivered work product.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and defend the other against third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. A PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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 rules. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that jurisdiction, and each party irrevocably consents to the exclusive venue of such courts.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided that the assignee assumes Service Provider's obligations under this Agreement.

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

SIGNATURES

The parties have executed this Agreement as of the Effective Date first written above.

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