Miscellaneous VMs Form

MISCELLANEOUS VMs FORM — GENERAL BUSINESS AGREEMENT

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

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain services related to virtual machines, systems or other miscellaneous technical services identified herein; and

WHEREAS, Provider represents that it has the expertise, personnel and resources to perform the services described in this Agreement and is willing to provide such services pursuant to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

Provider shall perform the services and deliverables described below. Provider will perform services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Compensation for the services described in Section 1 shall be as follows. Client shall pay Provider the amounts set forth below in exchange for the timely completion of the deliverables.

Invoices shall be submitted by Provider and are due within days of receipt. Payment shall be made to Provider's designated remittance address or account as provided on invoices.

Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition to interest, Client shall be responsible for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

3. 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 any reason upon providing written notice to the other party at least days prior to the intended termination date. Client shall pay Provider for all services performed and unreimbursed expenses incurred through the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach, or immediately if the breach is not curable.

4. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing or by inspection, 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 party agrees:

(a) to use Confidential Information solely for the purpose of performing its obligations under this Agreement; (b) to protect Confidential Information with at least the same degree of care it uses to protect its own similar confidential information but in no event less than a reasonable degree of care; and (c) not to disclose Confidential Information to any third party except to its employees, agents or subcontractors with a need to know, provided such persons are bound by confidentiality obligations no less protective than those contained herein.

Upon termination or expiration of this Agreement, the receiving party shall, at the disclosing party's option, return or destroy all Confidential Information and certify in writing that it has done so, except to the extent retention is required by applicable law or retained in archived electronic backup systems.

5. Representations, Warranties and Indemnification

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a professional manner consistent with industry standards. Provider will indemnify and hold harmless Client from claims, damages and losses arising from Provider's gross negligence or willful misconduct in the performance of services.

6. Governing Law

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.

7. Entire Agreement and Amendments

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

8. Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.

Notices: All notices shall be in writing and delivered to the addresses set forth below or as otherwise provided by the parties in writing.

Acceptance

By signing below, the parties acknowledge that they have read and understood this Agreement, that they have authority to bind their respective organizations, and that they agree to be bound by its terms.

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