Office Draft Document

OFFICE DRAFT DOCUMENT

This General Business Agreement (the Agreement) is entered into as of (Effective Date), by and between:

RECITALS

WHEREAS, Client requires certain professional services in connection with office operations, administrative support, and project coordination as further described below; and

WHEREAS, Service Provider has represented that it possesses the qualifications, experience and resources to provide such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client.

SCOPE OF WORK

Service Provider shall perform the services described below (Services). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for Services the total amount of $ (Contract Price), subject to the following schedule and conditions.

Invoices shall be submitted by Service Provider to Client in writing and are due within days of receipt. Payments not received within the stated period shall bear a late fee of % per month (or the maximum permitted by law), calculated from the invoice due date until paid.

Reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of the Services shall be reimbursed by Client upon submission of receipts. Taxes, if any, shall be the responsibility of unless otherwise required by law.

TERM AND TERMINATION

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 for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve Client of the obligation to pay for Services properly performed prior to the effective date of termination, nor shall it limit either party from pursuing any other remedies available at law or equity.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means all non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether oral or written, 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.

The Receiving Party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations set forth in this section shall not apply to information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without using Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates in any lawful effort to limit disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth above or such other address as a party may designate by written notice. Notices are effective upon receipt.

MISCELLANEOUS

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 of its assets. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture between them.

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute, valid provision that most closely effects the parties' intent.

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