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GENERAL BUSINESS AGREEMENT

Parties and Recitals

This General Business Agreement (the Agreement) is entered into as of by and between Client Name: , whose principal address is , and Service Provider Name: , whose principal address is .

WHEREAS, Client desires to retain Service Provider to perform certain business services on the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the requisite skills, experience, and resources to perform the services described in this Agreement and agrees to perform such services in accordance with the terms below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described above (the Services) in a professional and workmanlike manner consistent with industry standards. Deliverables, acceptance criteria, milestones, and any applicable performance standards shall be set forth in writing in the Scope of Work field above or in attached statements of work executed by both parties.

Payment Terms

Invoices shall be submitted in accordance with the Payment Schedule and are due within the period specified in the Payment Schedule. Overdue amounts shall accrue interest at the Late Payment Fee specified above or, if no rate is specified, at one percent (1%) per month. Client shall be responsible for reasonable costs of collection, including attorneys' fees, for amounts not paid when due.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience by providing written notice to the other party at least the number of days specified above. Either party may immediately terminate this Agreement for material breach by the other party if such breach remains uncured for fifteen (15) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnity, payment of accrued amounts, and governing law shall survive termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party), whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure; (c) is rightfully 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 shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not use Confidential Information for any purpose outside the scope of this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein. The Receiving Party shall notify the Disclosing Party promptly of any unauthorized use or disclosure of Confidential Information. The obligations under this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations; Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State specified above, without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy. If the dispute cannot be resolved within thirty (30) days, either party may pursue any remedy available at law or in equity in the courts of the governing state.

Entire Agreement; Miscellaneous

This Agreement, including the Scope of Work and any written statements of work executed by the parties, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all of its assets, or change of control.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this section. Notice shall be deemed given upon personal delivery, one (1) business day after delivery to a reputable overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

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