Miscellaneous RA to Send

GENERAL BUSINESS AGREEMENT

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

RECITALS

WHEREAS, First Party is engaged in the business of providing certain services and/or deliverables, and Second Party desires to retain First Party to perform such services under the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth in writing the scope of services, payment obligations, confidentiality provisions and other terms governing their relationship;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

First Party shall perform the work described below for Second Party in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

In consideration for the services and deliverables set forth herein, Second Party shall pay First Party as follows.

Late Payment: Any amount not paid within days after the invoice due date shall bear interest at the rate of % per month, or the maximum rate permitted by law, whichever is less. In addition, a minimum late charge of may be applied for each late invoice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party not less than days. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, under the circumstances, ought reasonably to be understood as confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) is already in the receiving party's lawful possession at the time of disclosure; (c) is obtained by the receiving party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use the Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to those employees, agents or contractors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all Confidential Information as directed by the disclosing party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to principles of conflicts of law that would result in the application of the laws of any other jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in that State for any suit, action or proceeding arising out of or relating to this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

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

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

NOTICES

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