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Final Document Page — General Business Agreement

Parties

Recitals

WHEREAS, Client Name: desires to engage Service Provider Name: to perform certain professional services as set forth herein; and

WHEREAS, the parties wish to record the terms and conditions under which the services will be provided and the compensation to be paid; and

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

Agreement Effective Date

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

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards:

Payment Terms

Fee Amount: $ payable in accordance with the schedule below.

Late Payment: Any undisputed amount not paid within days of its due date shall accrue interest at or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to recover overdue amounts.

Term and Termination

Term: This Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon delivering written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may immediately terminate this Agreement upon written notice to the other if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Effect of Termination: Upon termination, Service Provider shall deliver to Client all completed work and work in progress. Client shall pay Service Provider for all services performed and expenses reasonably incurred through the effective date of termination on a pro rata basis.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally, visually or in writing, 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.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no breach by the Receiving Party; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Compelled Disclosure: If the Receiving Party is compelled by law to disclose Confidential Information, it shall promptly notify the Disclosing Party (to the extent legally permitted) and cooperate in any reasonable effort by the Disclosing Party to seek protective measures.

Survival: The confidentiality obligations set forth in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall survive for as long as they remain trade secrets under applicable law.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested). Notices are effective upon receipt.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Representations and Warranties; Indemnification

Each party represents and warrants that it has the power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct; such indemnity shall include reasonable attorneys' fees and costs.

Entire Agreement; Amendment

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations and understandings, whether written or oral. Any modification or waiver of any provision of this Agreement must be in writing and signed by both parties.

Miscellaneous

Assignment: 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 to an affiliate or successor in connection with a merger or sale if the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Certification: Each party represents and warrants that the person signing below is authorized to execute this Agreement on behalf of such party and that by signing below the party consents to be bound by all terms and conditions herein.

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