Miscellaneous Arrowhead Document

MISCELLANEOUS ARROWHEAD DOCUMENT

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

Client Name:     Client Address:

Service Provider Name:     Provider Address:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain professional services as set forth herein and Service Provider represents that it has the qualifications, experience and ability to perform such services;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client, including scope, compensation, confidentiality and other obligations; and

WHEREAS, the parties intend that this Agreement memorialize their mutual understanding and supersede any prior oral or written communications concerning the subject matter hereof.

1. SCOPE OF WORK

Service Provider shall perform the work, tasks and deliverables described below in a professional and workmanlike manner consistent with industry standards:

2. PAYMENT TERMS

Compensation: Client shall pay Service Provider the Total Contract Amount of $ for services rendered under this Agreement, subject to the payment schedule below.

Invoicing and Due Date: Service Provider shall submit invoices in accordance with the payment schedule. Unless otherwise agreed in writing, payment is due within days of invoice date. Client shall provide written notice of any disputed charges within ten (10) days of receipt of invoice; undisputed amounts remain payable when due.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus reasonable costs of collection, including attorneys' fees, and Client shall be responsible for such costs.

3. TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Termination notice shall specify the effective termination date.

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

Effect of Termination: Upon termination, Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

4. CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances, including business plans, technical data, financial information and trade secrets.

Obligation: Recipient shall hold Confidential Information in strict confidence, shall use it solely to perform obligations under this Agreement, and shall not disclose it to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement, (b) is known to Recipient prior to disclosure as evidenced by written records, (c) is independently developed by Recipient without use of Discloser's Confidential Information, or (d) is required to be disclosed by law or court order, provided Recipient gives prompt notice to Discloser and cooperates in any effort to limit disclosure.

Duration: The confidentiality obligations set forth herein shall remain in effect for a period of years following the termination or expiration of this Agreement, or longer as required for trade secrets under applicable law.

5. REPRESENTATIONS & WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional manner consistent with industry standards.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct or breach of this Agreement.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) month period preceding the claim.

7. 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 consent to the exclusive jurisdiction of the state and federal courts sitting in that state for resolution of disputes arising under this Agreement.

8. MISCELLANEOUS

Entire Agreement: This Agreement, including any attached exhibits or schedules, 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.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

NOTICES

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