Miscellaneous Revised OL Template

MISCELLANEOUS REVISED OL TEMPLATE

This General Business Agreement ("Agreement") is entered into as of by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client Name: desires to retain Contractor to perform certain services described herein;

WHEREAS, Contractor Name: represents that it has the expertise, personnel and licenses necessary to perform the services; and

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

SCOPE OF WORK

Contractor shall perform the services described below in a professional and timely manner, consistent with industry standards. All work shall conform to the specifications set forth by Client and any additional written directives mutually agreed by the parties.

PAYMENT TERMS

Client shall pay Contractor for the services performed as follows. Fees shall be calculated and invoiced in accordance with the schedule set forth below. All sums due hereunder are exclusive of any taxes for which Client is responsible.

Any payment not received within the agreed payment period shall accrue interest at the rate of and Client shall be liable for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in full force until End Date: 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. For cause, the non-breaching party may terminate immediately if the breaching party fails to cure a material breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" includes non-public business, technical and financial information disclosed by either party. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) restrict disclosure to employees or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations under this section do not apply to information that: (i) is or becomes generally known without breach of this Agreement; (ii) is lawfully received from a third party without obligation of confidentiality; or (iii) is independently developed without use of Confidential Information. Upon termination or written request, receiving party shall promptly return or destroy Confidential Information, subject to retention required by applicable law or internal document retention policies.

REPRESENTATIONS AND WARRANTIES

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

INDEMNIFICATION

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

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.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier, to the addresses below or to such other address as either party may designate in writing.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship. No waiver shall be effective unless in writing and signed by the party granting the waiver.

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