Miscellaneous DOS Form

MISCELLANEOUS DOS FORM — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client requires the provision of certain services described herein and has engaged Service Provider to perform such services under the terms and conditions of this Agreement; and

WHEREAS, Service Provider represents that it has the experience, qualifications, and personnel necessary to perform the services and agrees to perform such services in accordance with this Agreement; and

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

SCOPE OF WORK

Deliverables shall meet the specifications set forth above and shall be delivered to Client at the addresses for notices below, unless otherwise agreed in writing by the parties.

PAYMENT TERMS

Invoices shall be submitted by Service Provider and shall be due and payable within days of receipt of invoice. All payments are to be made in lawful currency.

Overdue amounts shall bear interest at the rate specified above, compounded monthly, or the maximum rate permitted by applicable law if lower. Client shall be responsible for reasonable costs of collection, including attorneys' fees.

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 written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days of written notice.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary, or confidential information disclosed by one party to the other, whether disclosed orally or in writing. The receiving party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except as required to perform the services or as required by law.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is already in the receiving party's possession without restriction; or (iii) is lawfully obtained from a third party without restriction. Upon termination, the receiving party shall return or destroy Confidential Information upon request.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, certified mail, or overnight courier and shall be effective upon receipt.

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. The parties shall attempt in good faith to resolve disputes amicably prior to commencing litigation.

ENTIRE AGREEMENT

This Agreement, including its recitals and any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, oral or written. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Service Provider is an independent contractor and shall be solely responsible for its employees, agents, and subcontractors. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency.

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

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