Miscellaneous Form 956

MISCELLANEOUS FORM 956 — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between Client Name: , with principal place of business at , and Contractor Name: , with principal place of business at .

RECITALS

WHEREAS, Client retains Contractor to perform certain services described herein and Contractor has represented that Contractor possesses the requisite skill, personnel and experience to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided, including payment, confidentiality and dispute resolution provisions.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

1. SCOPE OF WORK

All deliverables shall conform to the specifications set forth in the Scope of Work and shall be subject to Client's reasonable acceptance testing. Acceptance shall not be unreasonably withheld.

2. PAYMENT TERMS

Unless otherwise agreed in writing, Contractor shall invoice Client in accordance with the Payment Schedule. Invoices unpaid after thirty (30) days from the invoice date shall incur the Late Payment Fee specified above. Client is responsible for any collection costs, including reasonable attorneys' fees, incurred by Contractor to collect overdue amounts.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with the Notice Period specified above. Termination for cause may be effected immediately upon written notice for material breach if such breach is not cured within fifteen (15) days after written notice. Upon termination, Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party (the "Recipient") acknowledges that it may receive Confidential Information from the other party (the "Discloser"). "Confidential Information" means non-public information disclosed in any form that is designated confidential or that, by its nature, should reasonably be treated as confidential.

The Recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) not use Confidential Information except as necessary to perform its obligations under this Agreement.

Confidentiality obligations do not apply to information that (i) is or becomes generally available to the public through no fault of the Recipient, (ii) is lawfully obtained from a third party without breach of any obligation of confidentiality, or (iii) is required to be disclosed by law, provided the Recipient gives the Discloser prompt written notice and cooperates with reasonable efforts to limit the disclosure.

5. INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, Contractor grants to Client a non-exclusive, worldwide, perpetual license to use deliverables created under this Agreement for Client's internal business purposes. Contractor retains ownership of Contractor's pre-existing tools, methodologies and general know-how. Any transfer of proprietary source code or assignment of intellectual property rights must be expressly documented and compensated.

6. INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify the other from and against third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. INDEPENDENT CONTRACTOR

Contractor is an independent contractor and not an employee or agent of Client. Contractor is solely responsible for payment of all federal, state and local taxes and contributions arising from Contractor's performance of services.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, relating to the subject matter. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign this Agreement to a successor entity in connection with a merger, acquisition or sale of substantially all of its assets.

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