Miscellaneous Koehn Document

MISCELLANEOUS KOEHN DOCUMENT

This General Business Agreement (the Agreement) is entered into effective as of (Effective Date) by and between:

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain services as set forth herein, and Contractor is willing to perform such services under the terms and conditions of this Agreement;

WHEREAS, the parties intend that the services be performed in a professional manner consistent with industry standards and that compensation, confidentiality and allocation of risk be set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide the services described below.

SCOPE OF WORK

Contractor shall perform the services described below in accordance with the standards and timelines set forth in this Agreement. Services will include, but are not limited to, the tasks described in the Scope of Work field.

PAYMENT TERMS

Client shall pay Contractor for services performed as follows. All fees are exclusive of any taxes unless otherwise stated.

Invoices shall be due within days of receipt, unless otherwise agreed in writing. Client shall pay undisputed amounts in accordance with the schedule. Any disputed amounts shall be raised in writing within ten (10) days of invoice receipt and the parties shall seek prompt resolution.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until the completion of the services or until terminated as provided herein.

Commencement Date: . Expected Completion Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, and identified at the time of disclosure as confidential or that, given the nature of the information or the circumstances surrounding disclosure, reasonably should be understood to be confidential.

Each party shall (i) protect Confidential Information of the other party with the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care; (ii) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations; and (iii) use Confidential Information only to perform its obligations or exercise its rights under this Agreement.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Contractor assigns to Client all right, title and interest in and to any final deliverables created specifically for Client under this Agreement, subject to Client's payment in full. Contractor retains ownership of pre-existing materials and general skills and know-how used in the performance of services.

INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) to the extent arising out of Indemnitor's breach of this Agreement, negligence or willful misconduct.

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 law rules.

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved by negotiation within thirty (30) days, the parties may pursue any remedies available under governing law.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. Any amendment must be in writing and signed by both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that performance will not violate any agreement or obligation to any third party.

SIGNATURES

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