Job COC Positions

JOB COC POSITIONS — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is made effective as of by and between:

Client Name:    Client Address:

Service Provider:    Provider Address:

WHEREAS

WHEREAS, Client requires assignment and management of specific job Chain of Command positions ("COC Positions") for the project identified as ; and

WHEREAS, Provider represents that it has the expertise, personnel and authority to recruit, assign, and manage the personnel designated to occupy COC Positions and to perform related management and administrative duties as set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

SCOPE OF WORK

Additional positions may be added by written amendment signed by both parties. Provider will assign qualified personnel to each listed COC Position consistent with the qualifications and background requirements agreed in writing.

PAYMENT TERMS

Invoice Due Days: days from invoice date. Late payments will accrue interest as set forth below.

TERM AND TERMINATION

Term Start Date:    Term End Date (if any):

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause may be immediate where the breaching party fails to cure a material breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services rendered and reasonable, documented costs incurred through the effective date of termination. Provider will deliver to Client all work in progress and reasonable transition assistance as requested.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Provider and Client agree: (a) to hold Confidential Information in strict confidence and to use it only for purposes of performing obligations under this Agreement; (b) not to disclose Confidential Information to any third party except to employees, consultants or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) to take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was known to the receiving party prior to disclosure without restriction; (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. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as such information qualifies as a trade secret.

INSURANCE AND COMPLIANCE

Provider shall maintain at its expense insurance of types and limits customary for the services performed, and shall comply with all applicable laws, regulations and labor requirements in the performance of services and the employment or engagement of personnel assigned to COC Positions. Provider shall furnish certificates of insurance to Client upon request.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party will be liable to the other for incidental, consequential, special, or punitive damages. Provider's aggregate liability for any claim arising out of or related to this Agreement will not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the date the claim arose.

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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including all exhibits and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a change of control provided the assignee assumes all obligations hereunder.

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