Miscellaneous Document Echad Haam

MISCELLANEOUS DOCUMENT ECHAD HAAM

This General Business Agreement (the Agreement) is made effective as of Date: by and between:

Client Name:    Client Address:

Contractor Name:    Contractor Address:

RECITALS

WHEREAS, Client is engaged in the business described as: ; and

WHEREAS, Contractor possesses expertise and resources to provide certain services and deliverables to Client as described below; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will provide services to Client.

SCOPE OF WORK

Contractor shall perform the Services professionally, in accordance with industry standards, and shall deliver the Deliverables by the dates set forth in the schedule attached or described herein. Any materially different work requested by Client shall be agreed in writing as a change order and may affect fees and schedule.

PAYMENT TERMS

Unless otherwise stated in the Payment Schedule, Client shall pay Contractor in U.S. dollars within days of receipt of an invoice. Overdue amounts shall accrue interest at a rate of percent per month (or the maximum rate permitted by law, if lower). Client shall also reimburse Contractor for reasonable collection costs, including attorneys' fees, incurred to collect overdue payments.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective date of termination. Either party may terminate for material breach that remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed or Deliverables accepted prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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) not disclose Confidential Information to any third party except as expressly permitted herein; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential materials, but in no event less than reasonable care.

Confidential Information shall not include information that: (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party; or (c) is independently developed by the Receiving Party without use of or reference to Confidential Information.

Upon termination or at the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing to the Disclosing Party that such return or destruction has occurred.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , exclusive of its conflicts of law principles. The parties agree to negotiate in good faith to resolve disputes, and if unsuccessful, the parties consent to the exclusive jurisdiction of the courts located in the chosen state.

MISCELLANEOUS PROVISIONS

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement shall create an employment, partnership, agency, or joint venture 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, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Limitation of Liability: Except for a party's indemnification obligations, willful misconduct, or a breach of the confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement in the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written change orders executed by both parties, 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 written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents and other communications required or contemplated by this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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