Business Document HAACK

BUSINESS DOCUMENT HAACK

This Business Document HAACK (the "Agreement") is entered into effective as of by and between Company Name: and Contractor Name: .

WHEREAS

WHEREAS, Company Name has engaged in the operation of its business and requires certain services and deliverables described herein; and

WHEREAS, Contractor Name represents that it has the experience, personnel and capability to perform the services and provide the deliverables set forth in this Agreement and is willing to perform such services for the compensation and on the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Contractor shall perform the services and deliverables described below in a professional and timely manner consistent with industry standards. All work shall be performed in accordance with the detailed specifications appended or set out in this section.

PAYMENT TERMS

Company shall pay Contractor compensation in accordance with the schedule and amounts set forth below. Contractor shall be responsible for all taxes, insurance and employment obligations arising from the compensation unless otherwise required by law.

Contractor shall submit invoices to Company in accordance with the payment schedule. Payments are due within days of receipt of a properly submitted invoice. All payments shall be made in lawful U.S. currency.

Any invoice not paid when due shall accrue interest at the rate of % per month (or the maximum rate permitted by applicable law, if lower), calculated monthly from the date due until paid in full. In addition, Company shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated as provided herein, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach. Termination shall not relieve Company of payment obligations for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") 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. Confidential Information includes, without limitation, business plans, financial data, customer lists, technical specifications, software, trade secrets and other proprietary information.

The Receiving Party shall (a) use Confidential Information solely to perform under this Agreement, (b) restrict disclosure to its employees, agents and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations of confidentiality shall not apply to information that (i) is or becomes publicly available through no breach of this Agreement by the Receiving Party, (ii) was rightfully in the Receiving Party's possession prior to disclosure, (iii) is independently developed without use of the Disclosing Party's Confidential Information, or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and limits disclosure to the extent possible.

The Receiving Party acknowledges that monetary damages may be an inadequate remedy for breach of the confidentiality provisions and that the Disclosing Party may be entitled to equitable relief, including injunction, in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. Venue for any action arising out of or related to this Agreement shall lie exclusively in the state or federal courts located within that jurisdiction.

ENTIRE AGREEMENT; MISCELLANEOUS

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

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Company may assign this Agreement in connection with a merger, sale of substantially all of Company’s assets, or similar corporate transaction. The failure of either party to enforce any right shall not constitute a waiver of that right.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or such other address as either party may designate by written notice to the other in accordance with this paragraph. Notices shall be deemed given when delivered personally, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified or registered mail.

ADDITIONAL PROVISIONS

Independent Contractor Relationship: Contractor is, and shall remain, an independent contractor of Company. Nothing in this Agreement shall create an employer-employee, partnership, joint venture or agency relationship between the parties.

Insurance and Indemnity: Contractor shall maintain appropriate insurance coverage and shall indemnify and hold harmless Company, its officers, directors and agents from and against any third-party claims, liabilities or losses arising out of Contractor's performance of the services, except to the extent caused by Company's gross negligence or willful misconduct.

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