Business Document Almstrom

BUSINESS DOCUMENT ALMSTROM

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

WHEREAS

WHEREAS, Provider is engaged in the business of providing professional services and solutions as described herein and possesses the skill and capability to perform the services contemplated by this Agreement;

WHEREAS, Client desires to retain Provider to perform certain services and Provider agrees to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the scope, delivery, payment, confidentiality and governance of the services provided under this Agreement.

1. SCOPE OF WORK

2. PAYMENT TERMS

Provider shall submit invoices to Client. Client shall pay undisputed invoices within days of invoice receipt. All amounts are payable in Currency: .

Overdue amounts shall accrue interest at a rate of % per month (or the maximum permitted by law), plus reasonable collection costs. A late fee shall be assessed on any outstanding balance after the invoice due date.

Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in performance of services, subject to submission of receipts. All fees are exclusive of taxes unless otherwise indicated; applicable sales, use or other taxes shall be the responsibility of .

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, and Provider shall deliver any work in progress to Client in a usable format.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information, a reasonable person would understand to be confidential. Confidential Information excludes information that: (a) was in the public domain through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) restrict disclosure to those employees, contractors or agents with a need to know and under obligations of confidentiality at least as protective as this Agreement; and (iii) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Confidentiality obligations shall survive termination of this Agreement for a period of from the date of termination, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

5. LIMITATION OF LIABILITY & INDEMNIFICATION

Except for breaches of confidentiality, wilful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party's aggregate liability arising out of or relating to this Agreement shall not exceed the fees paid or payable to Provider under this Agreement in the twelve (12) months preceding the claim.

Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's gross negligence or willful misconduct in the performance of services. Client shall indemnify and hold Provider harmless from third-party claims arising from Client's use of deliverables in violation of this Agreement or applicable law.

6. 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. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes.

7. MISCELLANEOUS

Entire Agreement: This Agreement, including all attachments and statements of work executed under it, 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.

Amendment: No amendment or modification of this Agreement shall be effective unless in a written instrument signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its duties 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, sale of substantially all assets, or corporate reorganization provided the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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