General GA Sheet

GENERAL GA SHEET

Parties and Effective Date

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

Recitals

WHEREAS, Client Name: desires to engage Contractor to perform certain business services as described below; and

WHEREAS, Contractor Name: represents that it has the experience and capability to perform the services to the standards required by Client; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows.

Scope of Work

Contractor shall perform the services and deliverables described below in accordance with the timelines and specifications agreed by the parties. Contractor shall provide qualified personnel, equipment and supervision as necessary to complete the work in a professional manner.

Payment Terms

In consideration of the performance of the Services, Client shall pay Contractor the fees and reimbursements set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Any undisputed invoice not paid within days after the due date shall accrue interest at the rate of percent per month (or the maximum rate permitted by law, if lower).

Term and Termination

This Agreement commences on the Start Date set forth below and shall continue until the End Date set forth below unless earlier terminated pursuant to this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party no fewer than days prior to the intended termination date. Either party may terminate this Agreement immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of the breach.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such information except as necessary to perform under this Agreement. Confidential information does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party; or (iv) is rightfully obtained from a third party without restriction. The Receiving Party shall take reasonable measures to protect Confidential Information and shall be responsible for breaches by its employees, agents and subcontractors. The obligations of confidentiality shall survive termination for a period of years following termination.

Representations; Indemnification

Each party represents that it has the authority to enter into this Agreement. Contractor shall indemnify, defend and hold harmless Client from and against third-party claims arising out of Contractor's gross negligence, willful misconduct, or material breach of this Agreement, provided Client promptly notifies Contractor of any such claim and cooperates in the defense.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments executed contemporaneously, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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