Project Management Misc. Projects

GENERAL BUSINESS AGREEMENT — PROJECT MANAGEMENT (MISC. PROJECTS)

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

Recitals

WHEREAS, Client requires project management services for various miscellaneous projects described herein and desires to retain Contractor to provide such services under the terms and conditions set forth in this Agreement;

WHEREAS, Contractor represents that it has the experience, personnel, and resources necessary to perform project management services in a professional manner in accordance with accepted industry standards;

WHEREAS, the parties desire to set forth in writing the terms and conditions that will govern their relationship.

Scope of Work

Payment Terms

Contractor shall be compensated as follows. Total Estimated Fee: (currency). Payment shall be made in accordance with the schedule below and upon submission of invoices that conform to the invoicing requirements set forth herein.

Invoices shall be due and payable within days of receipt. Late payments shall accrue interest at the rate of % per month, or the maximum rate permitted by applicable law, whichever is less. The parties agree that interest and collection costs may be applied to overdue balances.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days of receiving 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

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other party, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party agrees to: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations; and (c) protect Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than a reasonable degree of care. Confidentiality obligations shall not apply to information that is (i) publicly available without breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the other party's Confidential Information, or (iv) required to be disclosed by law or a valid order of a court or governmental body, provided that the disclosing party gives prompt written notice to the other party and cooperates in seeking a protective order or other appropriate remedy.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located within that state.

Entire Agreement and Miscellaneous

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or modification to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign its rights or delegate its obligations under 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 provided the assignee assumes the assigning party's obligations hereunder.

Notices

Notices shall be in writing and delivered by hand, recognized courier, or certified mail to the addresses provided above, or to such other address as either party may specify in writing in accordance with this section. Notice shall be deemed given on the date of delivery if delivered by hand or courier, or three (3) business days after deposit in the mail.

Acceptance

Acceptance of Deliverables will occur upon Client's written confirmation that the Deliverables conform materially to the agreed Acceptance Criteria. If Client reasonably identifies deficiencies, Contractor shall, at Contractor's expense, correct such deficiencies within a commercially reasonable time.

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