Miscellaneous Coversheet Journal

MISCELLANEOUS COVERSHEET JOURNAL

Cover Information

Attachments / Handling

Attachments checked: Invoice Contract Report Other

GENERAL BUSINESS AGREEMENT — COVERED DOCUMENT

RECITALS

WHEREAS, Client Name: (the "Client") seeks to obtain certain services described in this document; and

WHEREAS, Contractor Name: (the "Contractor") represents that it is qualified and willing to perform the services set forth below on the terms and conditions contained herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other provisions governing the provision of services and the treatment of the attached covered document(s).

SCOPE OF WORK

PAYMENT TERMS

Total Amount Payable:

Late Payment Fee: (applies to amounts unpaid beyond the applicable due date)

In addition to the late fee stated above, the Contractor may suspend performance after days' written notice of nonpayment. All payments are due net upon the schedule set forth above unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services rendered and expenses incurred.

CONFIDENTIALITY

Each party (the "Recipient") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Discloser") except as expressly permitted by this Agreement. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to financial terms, business plans, customer data, and technical information.

The Recipient may disclose Confidential Information to its employees, agents or subcontractors who have a need to know and are bound by obligations of confidentiality at least as protective as those in this Agreement. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement by the Recipient; (b) was rightfully known to the Recipient prior to disclosure; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.

Upon termination or upon the Discloser's written request, the Recipient shall promptly return or destroy all materials embodying Confidential Information and certify such destruction in writing.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or by the exclusive jurisdiction of the state and federal courts located in the governing state, as elected by the non-breaching party in the event of a material breach.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, together with any attachments and the covered document(s) listed on this coversheet, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

Severability: If any provision of this Agreement is found unenforceable, the remainder of the Agreement shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent.

CERTIFICATION

The undersigned certify that they are authorized to execute this Agreement on behalf of the respective parties, that the information recorded on this coversheet and in the attached covered document(s) is complete and accurate to the best of their knowledge, and that they will comply with the terms set forth herein.

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