Miscellaneous Paris Document

MISCELLANEOUS PARIS DOCUMENT

This General Business Agreement (the Agreement) is entered into as of by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain professional services in connection with the project described below and Provider represents that it has the skill, personnel and resources to provide such services under the terms set forth herein;

WHEREAS, the parties desire to set forth their entire agreement concerning the services, payment, confidentiality and other obligations related to the engagement, and to provide for remedies and processes in the event of dispute or termination.

PROJECT IDENTIFICATION

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables set forth below in a professional and workmanlike manner, consistent with industry standards. Detailed description of services and deliverables:

PAYMENT TERMS

Client shall pay Provider the fees for services as follows. The base fee for the services is:

If any undisputed amount due under this Agreement is not received by Provider within days after the due date, Client shall pay a late fee of % per month on the overdue balance, calculated monthly until paid. The imposition of late fees does not waive Provider's right to pursue other remedies.

TERM AND TERMINATION

The term of 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 days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and such breach remains uncured after days following written notice specifying the breach.

Upon termination for any reason, Provider shall be entitled to payment for all services performed and reasonable costs incurred through the effective date of termination, and Client shall promptly return or destroy Confidential Information as required below.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic or observed, that is marked confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was in the receiving party's possession prior to receipt from the disclosing party without restriction; or (c) is rightfully obtained from a third party without restriction.

The receiving party shall: (i) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not use Confidential Information for any purpose other than performance under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Notwithstanding the foregoing, a receiving party may disclose Confidential Information to the extent required by law or a valid order of a court or governmental body, provided that the receiving party gives the disclosing party prompt written notice of such requirement and cooperates, at the disclosing party's expense, in any lawful effort to limit or contest the disclosure.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of France, without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved by negotiation within thirty (30) days, the dispute shall be submitted to binding arbitration in Paris, conducted in the French language by a single arbitrator experienced in commercial disputes, and the award of the arbitrator shall be final and binding.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations hereunder.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or a party's breach of confidentiality or indemnification obligations, neither party's aggregate liability for direct damages shall exceed the total amounts paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to liability.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

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