Miscellaneous Form 1325

MISCELLANEOUS FORM 1325 — GENERAL BUSINESS AGREEMENT

Effective Date:

Parties

Recitals

WHEREAS, the Service Provider provides professional services, consulting, and related deliverables described herein and has represented that it possesses the necessary expertise, personnel and facilities to perform the work; and

WHEREAS, the Client desires to engage the Service Provider to perform the services under the terms and conditions set forth in this Agreement and the Service Provider agrees to perform such services for the compensation and on the schedule set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

Scope of Work

The Service Provider shall provide the services and deliverables described below. The description shall include specific tasks, milestones, acceptance criteria, and any deliverable formats.

Payment Terms

Compensation for the services described in this Agreement shall be as set forth below. All fees are exclusive of applicable taxes unless otherwise stated. The Service Provider shall submit invoices in accordance with the schedule below and the Client shall pay undisputed amounts within the timeframe specified.

Late Payment: Any undisputed amount not paid within the time specified on the invoice shall bear interest at the lesser of (a) % per month compoundable, or (b) the maximum rate permitted by applicable law. A grace period of days will apply before late fees are assessed.

Expenses: Reimbursable expenses must be pre-approved in writing and invoiced separately with supporting receipts. Taxes: Each party is responsible for its own taxes, except that the Client shall pay any sales, use, value-added or similar taxes imposed on the amounts paid under this Agreement.

Term and Termination

Term: This Agreement commences on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice at least days prior to the effective date of termination. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and does not cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, the Service Provider shall deliver all work in progress and the Client shall pay for all services rendered and pre-approved expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

Confidentiality

Definition: "Confidential Information" means non-public business, technical or financial information disclosed by a party 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.

Obligation: Each party agrees to (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) not disclose such information to third parties except as permitted by this Agreement, and (c) use such information only to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that is: (i) publicly known through no improper act of the receiving party; (ii) rightfully received from a third party without breach; (iii) independently developed without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with reasonable measures to limit disclosure.

Governing Law and 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 agree that the state and federal courts located within that state shall have exclusive jurisdiction over disputes arising under this Agreement.

Representations; Warranties; Indemnification

Each party represents that it has the legal right and authority to enter into this Agreement and to perform its obligations. The Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. The Client shall indemnify and hold harmless the Service Provider from claims arising out of Client-provided materials, except to the extent caused by the Service Provider's gross negligence or willful misconduct.

Entire Agreement

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be effective upon receipt.

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