Miscellaneous Taurus TRI

MISCELLANEOUS TAURUS TRI — GENERAL BUSINESS AGREEMENT

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

Recitals

WHEREAS, Client engages Contractor to perform certain services related to the project commonly referred to as Taurus TRI, and Contractor represents that it possesses the requisite experience, personnel and resources to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide services and Client will pay for those services as described in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the relationship between them with respect to the Scope of Work described below and that any changes or additional work be authorized in writing.

Scope of Work

Contractor shall perform the Services described above in accordance with generally accepted industry standards and shall furnish all labor, materials, equipment and supervision necessary to complete the Services, except as expressly stated otherwise in this Agreement.

Payment Terms

Invoices shall be issued by Contractor in accordance with the payment schedule. Client shall pay undisputed amounts within days of receipt of a proper invoice. Payments shall be made to the payment remittance address set forth below unless otherwise agreed in writing.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party no fewer than prior to the effective date of termination. Either party may terminate this Agreement immediately for material breach if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written or electronic, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, designs, specifications, business plans, pricing, customer lists and financial information.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to those of its employees, agents or subcontractors who have a bona fide need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. The foregoing obligations do not apply to information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was rightfully in the receiving party’s possession prior to receipt; (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 valid legal process, provided the receiving party gives prompt written notice and cooperates in any lawful effort to limit disclosure.

Notices

All notices permitted or required under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or personal delivery, or by email with confirmation of receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

Entire Agreement

This Agreement, together with any written exhibits and attachments expressly incorporated herein, 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 amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets or change of control so long as the assignee assumes the obligations herein.

Independent Contractor Relationship: Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership or joint venture relationship between the parties.

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