Miscellaneous Unsigned Document

MISCELLANEOUS GENERAL BUSINESS AGREEMENT

This Agreement is made effective as of (Effective Date), by and between:

Client Name:

Contractor Name:

Recitals

WHEREAS, Client desires to retain Contractor to perform the services described herein and Contractor is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope of work, compensation, confidentiality obligations and other contractual terms governing their relationship;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

Scope of Work

Contractor shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Work shall be made only by written amendment signed by both parties.

Payment Terms

Invoices shall be issued in accordance with the Payment Schedule and are due within days of receipt unless otherwise stated. Accepted forms of payment:

Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law, after a grace period of days following written notice of nonpayment.

Term and Termination

Term: This Agreement shall commence on and shall continue in effect until 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. Either party may terminate immediately for material breach if the breach is not cured within days after delivery of written notice of such breach. Termination shall not relieve the Client of the obligation to pay for services performed and expenses reasonably incurred through the date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or the circumstances surrounding disclosure, reasonably should be considered confidential. Confidential Information includes, without limitation, business plans, pricing, customer lists, technical data and trade secrets. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) is received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt written notice and disclosure is limited to the extent legally required.

The receiving party shall (a) hold Confidential Information in confidence and exercise at least the same degree of care to protect it as it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) restrict disclosure of Confidential Information to employees, contractors or advisers with a need to know who are bound by confidentiality obligations no less protective than those herein. Upon request, the receiving party shall return or certify destruction of Confidential Information.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If the parties cannot resolve the dispute through negotiation within 30 days, either party may pursue any available legal or equitable remedy in the state or federal courts located in the specified governing jurisdiction.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Contractor warrants that services will be performed in a competent and professional manner consistent with industry standards. Each party shall indemnify and hold harmless the other from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, 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.

Miscellaneous

The rights and obligations of the parties under this Agreement may not be assigned without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition or sale of substantially all its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Signer represents and warrants that they have the authority to bind the party on whose behalf they sign.

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