Miscellaneous Rebecca Form

MISCELLANEOUS REBECCA FORM

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Provider"). The Client and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client desires to retain Provider to perform certain services related to the project described as ;

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services in a professional manner and in accordance with industry standards;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

SCOPE OF WORK

Provider shall perform the services described above (the "Services") in accordance with any written schedules or milestones agreed to in writing by the Parties. Any material change to the Scope of Work will be documented in a written amendment signed by both Parties and may include adjustments to fees and delivery dates.

PAYMENT TERMS

Compensation for the Services shall be as set forth below. Client shall pay Provider the amounts and in the manner described. All amounts are payable in U.S. dollars unless otherwise specified in writing.

If Client fails to pay undisputed amounts when due, Provider may suspend performance after providing written notice and a reasonable opportunity to cure. Client shall also be responsible for all reasonable collection costs, including attorneys' fees, incurred by Provider to recover overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, will continue until End Date: or until completion of the Services.

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the effective date of termination. Either Party may terminate for material breach if the breaching Party fails to cure within days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the termination date.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party to the other Party, whether disclosed orally, visually, in writing, or by inspection of tangible objects, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) is required to be disclosed by law or judicial process, provided the receiving Party gives prompt written notice to the disclosing Party and reasonably cooperates in any lawful effort to limit disclosure.

The receiving Party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information only to perform its obligations 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 at least as protective as those set forth herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No modification, waiver, or amendment of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid and enforceable provision that most closely reflects the Parties' original intent.

NOTICES

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