Miscellaneous US Packet

MISCELLANEOUS US PACKET

This General Business Agreement ("Agreement") is made effective as of and entered into by and between:

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services described in this Agreement and Provider is willing to provide such services under the terms set forth herein; and

WHEREAS, the parties intend that the performance obligations, payment terms, confidentiality protections and other commercial terms be recorded in a single integrated agreement binding on both parties.

WHEREAS, the parties desire to reduce the terms of their mutual understanding to writing as set forth below.

SCOPE OF WORK

Provider shall perform the services set forth below and in any attachments incorporated by reference. Provider shall provide services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider for services performed in accordance with the following schedule and conditions.

All amounts payable under this Agreement are exclusive of taxes. If Client fails to pay any undisputed amount when due, Provider may suspend work after five (5) days' written notice and shall be entitled to recover reasonable collection costs, including attorneys' fees, in addition to accrued interest or late fees.

TERM AND TERMINATION

This Agreement commences on and terminates on unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public business, technical or financial information disclosed by either party to the other, whether marked confidential or not. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) not use Confidential Information except to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is or becomes publicly available through no fault of the recipient, is rightfully received from a third party without restriction, or is independently developed by the recipient without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the other party and cooperates with reasonable efforts to obtain protective relief.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Provider retains all right, title and interest in its preexisting intellectual property and methodologies used in performing the work. Upon full payment, Provider grants Client a non-exclusive, non-transferable license to use deliverables specifically created and paid for under this Agreement for Client's internal business purposes.

INDEMNITY

Each party shall indemnify and hold harmless the other party and its officers, directors and employees from and against any claims, liabilities, losses or expenses resulting from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall first attempt to resolve disputes through good faith negotiation; if unresolved within forty-five (45) days, either party may pursue any available legal or equitable remedies.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in connection with a merger or sale of substantially all assets. Severability: If any provision is unenforceable, the remainder shall remain in full force. Notices: Notices must be in writing and delivered to the addresses set forth above.

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