Miscellaneous 59th Document

MISCELLANEOUS 59TH DOCUMENT

This General Business Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS / RECITALS

WHEREAS, Client desires to engage Contractor to perform certain business, consulting and related services as described herein, and Contractor has represented that Contractor has the ability and expertise to perform such services under the terms and conditions of this Agreement.

WHEREAS, the parties intend that the services to be provided, compensation, confidentiality obligations and other material terms be reduced to writing and become binding upon execution of this Agreement.

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

SCOPE OF WORK

Contractor shall perform the services and deliverables described below (the "Services"). Contractor shall provide the Services in a professional, workmanlike manner in accordance with industry standards and the schedule agreed by the parties.

PAYMENT TERMS

In consideration for the performance of the Services, Client shall pay Contractor the fees and expenses set forth in this section. All fees are payable in U.S. dollars unless otherwise agreed in writing.

All amounts payable under this Agreement are exclusive of taxes. Client shall be responsible for sales, use, and other transaction-based taxes imposed by any taxing authority, except for taxes based on Contractor's net income. Contractor shall submit itemized invoices, and Client shall pay undisputed portions within the period specified above.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in full force and effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Either party may terminate for cause upon written notice 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 specifying the breach.

Upon termination, Contractor shall deliver to Client all completed work product and any work in progress for which Client has paid. Termination shall not relieve Client of its obligation to pay for Services rendered and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party (the Disclosing Party) to the other party (the Receiving Party) 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.

The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information for any purpose other than the performance of this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations in this section do not apply to information that (a) was rightfully in the Receiving Party's possession prior to disclosure, (b) is or becomes publicly known through no wrongful act of the Receiving Party, (c) is received from a third party without breach of an obligation of confidentiality, or (d) is independently developed by the Receiving Party without use of the Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives the Disclosing Party prompt written notice to allow the Disclosing Party to seek protective relief.

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 arising under or in connection with this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Contractor is an independent contractor and nothing in this Agreement creates an employment relationship, joint venture, partnership or agency between the parties. Neither party may assign its rights or obligations under 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 sale of substantially all of its assets.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

INDEMNIFICATION

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of claims brought by third parties to the extent resulting from the Indemnifying Party's gross negligence or willful misconduct or material breach of this Agreement.

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