Miscellaneous ARB Form

MISCELLANEOUS ARB FORM

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

Client Name: ; Address:

Service Provider Name: ; Address:

RECITALS

WHEREAS, Client requires certain goods and/or services relating to the Client's business activities and desires to engage Service Provider to perform those goods and/or services under the terms set forth in this Agreement;

WHEREAS, Service Provider represents that it has the necessary qualifications, personnel, and expertise to perform the services described below and agrees to perform such services in accordance with the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth their mutual rights and obligations in writing.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: $ payable in accordance with the schedule below.

Initial Deposit (if any): $ due on or before .

Invoices shall be issued by Service Provider in writing and are payable within days of receipt unless otherwise agreed in writing. Payment shall be made by check, wire transfer, or other method agreed by the parties.

Late Payment: Any amount not paid when due shall accrue interest at a rate of per month (or the maximum lawful rate if less) after a grace period of days following the invoice due date. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches a material obligation under this Agreement and fails to cure such breach within days after receipt of notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party relating to business operations, pricing, technical specifications, customer lists, financial information, or other proprietary matter that is marked confidential or reasonably understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall (a) maintain the confidentiality of Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not use the other party's Confidential Information except to perform its obligations under this Agreement; and (c) not disclose the other party's Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments, or schedules 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, representations, or communications, whether written or oral. No amendment, waiver, or modification of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices, consents, approvals, or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below or such other address as each party may designate in writing.

MISCELLANEOUS PROVISIONS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between the parties.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or similar corporate transaction.

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

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