Miscellaneous Items to Sign

GENERAL BUSINESS AGREEMENT — MISCELLANEOUS ITEMS TO SIGN

This General Business Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client engages Provider to perform certain services and furnish miscellaneous deliverables as further described herein, and Provider has the experience and capability to perform such services;

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide such services and Client will pay for them; and

WHEREAS, the parties intend that this Agreement memorialize the complete understanding between them with respect to the subject matter hereof.

SCOPE OF WORK

Provider shall perform the services and deliver the items described below. All work shall be performed in a professional manner consistent with industry standards and in accordance with the schedule mutually agreed by the parties.

PAYMENT TERMS

In consideration for the services and deliverables described in the Scope of Work, Client shall pay Provider in accordance with the following terms.

Late payments shall accrue interest at the rate specified below and Client shall be responsible for any collection costs, including reasonable attorneys' fees.

 Check     Wire Transfer     Credit/Debit Card

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

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 specified above, provided that certain breaches (including payment defaults or material violations of confidentiality) may be subject to immediate termination as set forth herein.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, or commercially sensitive information disclosed by one party to the other, whether disclosed orally, visually, or in writing. Recipient shall: (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) restrict disclosure to those employees, contractors or agents having a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was lawfully in Recipient's possession prior to receipt; or (iii) is independently developed by Recipient without use of Confidential Information. Upon termination or request, Recipient shall return or destroy Confidential Information and provide written certification of such return or destruction.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Exclusive venue for any disputes arising under this Agreement shall lie in the state and federal courts located in the county specified by the parties or as otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: Provider is and shall remain an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties. Allocation of Risk: Except as otherwise provided, each party shall bear its own costs and liabilities arising from its performance under this Agreement.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Waiver: Failure to enforce any right shall not constitute a waiver of that right.

Sign Now