Miscellaneous Instruments Template

MISCELLANEOUS INSTRUMENTS TEMPLATE — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of , by and between Client Name: whose principal address is , and Service Provider Name: whose principal address is .

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain professional services described herein, and Service Provider represents that it has the experience, qualifications and resources to perform such services in a competent and professional manner; and

WHEREAS, the parties desire to set forth their mutual understandings, obligations and remedies with respect to such services on the terms and conditions contained in this Agreement.

WHEREAS, the parties intend that this Agreement operate as the complete and exclusive statement of their agreement with respect to the subject matter hereof.

SCOPE OF WORK

PAYMENT TERMS

Check Wire Transfer Credit/Debit Card Other

TERM AND TERMINATION

Term Commencement: This Agreement commences on , .

Termination Date: This Agreement shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above. Termination does not relieve either party of obligations accrued prior to termination, including payment for services performed.

CONFIDENTIALITY

Each party (the "Receiving Party") will hold in confidence and will not disclose or use, except for the performance of this Agreement, Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, technical data, trade secrets, financial information and customer lists. Confidential Information does not include information that (i) is or becomes publicly known through no wrongful act of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt written notice to the Disclosing Party to allow a protective order or other remedy.

The obligations in this section survive termination of this Agreement for a period of three (3) years with respect to Confidential Information that is not a trade secret and for as long as the information remains a trade secret under applicable law.

NOTICES

REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents and warrants that it has the right and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, AND TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles. The parties agree to attempt to resolve disputes in good faith through negotiation and, if unresolved, through mediation prior to pursuing arbitration or litigation.

ENTIRE AGREEMENT; AMENDMENT

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, representations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in connection with a merger or sale of all or substantially all of its assets.

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