Miscellaneous Draft Document

MISCELLANEOUS DRAFT DOCUMENT

THIS GENERAL BUSINESS AGREEMENT (the "Agreement") is entered into as of Effective Date: by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). The Client and the Provider are sometimes collectively referred to as the "Parties" and individually as a "Party."

WHEREAS

WHEREAS, the Provider possesses the professional expertise and resources to perform the services described below; and

WHEREAS, the Client desires to engage the Provider to perform such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows.

1. SCOPE OF WORK

Provider shall perform the services and deliverables described below (the "Services"). The Services shall be performed in a professional manner consistent with industry standards.

2. PAYMENT TERMS

As full compensation for the Services, Client shall pay Provider the amounts and on the schedule set forth below. All fees are exclusive of taxes unless otherwise stated. Unless otherwise specified, Provider shall invoice Client in accordance with the schedule below and payments are due within the number of days specified after receipt of invoice.

All undisputed invoices that remain unpaid beyond the Invoice Payment Terms shall incur the Late Fee set forth above or the maximum permitted by applicable law, whichever is less. Client shall pay reasonable collection costs, including attorneys' fees, for collection of past due amounts.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing the other Party the Notice Period set forth above. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services properly performed and expenses properly incurred prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either Party to the other Party in any form that is marked or identified as confidential or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.

Confidential Information shall not include information that (i) is or becomes generally available to the public other than by a breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

5. INTELLECTUAL PROPERTY; WORK PRODUCT

Unless otherwise agreed in writing, Provider grants to Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Title to pre-existing intellectual property of either Party remains with that Party. Provider shall assign to Client all right, title and interest in Work Product specifically created for Client under this Agreement, subject to Client's payment in full for such Work Product.

6. INDEPENDENT CONTRACTOR; COMPLIANCE

The Parties acknowledge and agree that Provider is an independent contractor and not an employee, partner, or agent of Client. Provider is solely responsible for withholding and paying its taxes and complying with all applicable laws in performing the Services.

7. LIABILITY AND INDEMNIFICATION

Each Party's liability under this Agreement shall be limited to direct damages and in no event shall either Party be liable for consequential, incidental or punitive damages except for liability arising from willful misconduct or gross negligence. Provider shall indemnify and hold harmless Client from third-party claims to the extent arising from Provider's breach of this Agreement or Provider's negligent acts or omissions.

8. GOVERNING LAW; DISPUTE RESOLUTION

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 to attempt in good faith to resolve disputes by negotiation prior to initiating formal proceedings. If resolution cannot be reached by negotiation, either Party may pursue available legal remedies.

9. MISCELLANEOUS

Assignment: Neither Party may assign its rights under this Agreement without the prior written consent of the other Party, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets.

Amendment: This Agreement may be amended only by a written instrument executed by both Parties.

10. ENTIRE AGREEMENT

This Agreement, together with any statements of work or exhibits signed by the 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 oral or written.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision.

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