Miscellaneous Document Dozier

MISCELLANEOUS DOCUMENT DOZIER

This General Business Agreement ("Agreement") is made as of Effective Date: between Client Name: with address ("Client"), and Service Provider Name: with address ("Service Provider"). Each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client seeks certain professional services described herein and desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capabilities necessary to perform the services and deliverables described in this Agreement and is willing to provide such services to Client in accordance with the terms herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services, payment, confidentiality, and other matters as set forth below.

SCOPE OF WORK

Service Provider shall perform the tasks and deliver the work described below. The scope may be adjusted only by written amendment signed by authorized representatives of both Parties.

PAYMENT TERMS

Client shall pay Service Provider compensation in accordance with the following terms. All amounts payable under this Agreement are exclusive of taxes unless otherwise stated.

Service Provider shall submit invoices to Client. Payments are due within days of receipt of a properly presented invoice unless otherwise agreed in writing.

Past due amounts shall bear interest at the lesser of (a) percent per month or (b) the maximum interest permitted by applicable law, commencing days after the invoice due date. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Reasonable and preapproved out-of-pocket expenses incurred by Service Provider in connection with the performance of services shall be reimbursed by Client upon submission of appropriate receipts and documentation. Estimated reimbursable expenses (if any):

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue 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 at least days prior to the effective date of termination.

Either Party may terminate immediately for material breach by the other Party that remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and reimbursable expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each Party acknowledges that it may receive Confidential Information of the other Party. "Confidential Information" means non-public business, technical, financial, or other information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

Receiving Party agrees (a) to hold Confidential Information in strict confidence, (b) not to disclose Confidential Information to any third party except as expressly permitted by this Agreement or with prior written consent of the Disclosing Party, and (c) to use Confidential Information only for the purpose of performing its obligations under this Agreement. Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except as to trade secrets, which shall be protected for so long as they remain trade secrets.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all intellectual property, deliverables, work product, and materials created specifically for Client by Service Provider under this Agreement (the "Work Product") shall be the sole and exclusive property of Client upon full payment of all fees due hereunder. Service Provider hereby assigns to Client all right, title and interest in such Work Product and shall execute instruments reasonably requested to effectuate such assignment.

INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of its representations, warranties or obligations under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The Parties agree that exclusive venue for any dispute arising under this Agreement shall reside in the appropriate state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments hereto executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that a Party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control provided that the assignee assumes all obligations hereunder.

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