Miscellaneous Unrelated NI Document

MISCELLANEOUS UNRELATED NI DOCUMENT

This General Business Agreement ("Agreement") is entered into as of , (the "Effective Date") by and between the parties identified below.

Parties

Individual Corporation LLC Other

Individual Corporation LLC Other

RECITALS

WHEREAS, Party A is engaged in the business of ; and

WHEREAS, Party B has expertise in and desires to provide services to Party A on the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations in writing.

SCOPE OF WORK

Party B shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The parties agree that the scope of work shall include, at minimum:

Any material change to the scope of work shall be agreed in writing by authorized representatives of both parties and will be subject to additional compensation where applicable.

PAYMENT TERMS

Overdue amounts shall accrue interest at the rate specified above, calculated monthly on the outstanding balance, and shall not exceed the maximum rate permitted by applicable law. Party B may suspend performance if amounts remain unpaid more than days after receipt of an undisputed invoice.

TERM AND TERMINATION

The Term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services rendered and reimbursable expenses.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall:

(a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt written notice to the disclosing party to allow for a protective order or other remedy.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement 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.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the parties.

Waiver and Severability: The failure of either party to enforce any right shall not be deemed a waiver. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ENTIRE AGREEMENT

This Agreement, including 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 discussions, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

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