Business Document Hallberg

BUSINESS DOCUMENT HALLBERG

This General Business Agreement (the Agreement) is entered into as of the Effective Date by and between the parties identified below.

PARTIES

WHEREAS

WHEREAS, Party A has expertise in providing professional business services and deliverables as described herein; and

WHEREAS, Party B desires to retain Party A to perform the Scope of Work and Party A desires to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the complete and exclusive statement of the terms of their agreement with respect to the subject matter hereof.

SCOPE OF WORK

Party A shall provide the services and deliverables described below. Deliverables shall be delivered in the form and on the schedule set forth herein. Any changes to the Scope of Work shall be made only by written Change Order executed by authorized representatives of both parties.

PAYMENT TERMS

In consideration for the services and deliverables, Party B shall pay Party A in accordance with the following terms.

Party A shall invoice Party B in accordance with the Payment Schedule. Unless otherwise agreed in writing, undisputed invoices are payable within the number of days specified in the Payment Schedule. All amounts payable under this Agreement are exclusive of taxes; Party B shall be responsible for any applicable sales, use or similar taxes unless Party A is required by law to collect such taxes.

TERM AND TERMINATION

This Agreement shall commence on Effective Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

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

CONFIDENTIALITY

The parties acknowledge that in the course of performing this Agreement each may receive Confidential Information of the other. Confidential Information means non-public business, technical, financial or other information designated as confidential or that reasonably should be understood to be confidential. Each party shall (i) use Confidential Information solely for the performance of this Agreement; (ii) limit disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement; and (iii) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care.

Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) becomes available from a third party having no obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Party A retains ownership of all pre-existing intellectual property and tools used in the performance of the services. Unless an alternative arrangement is set forth in a written statement of work, upon full payment Party A assigns to Party B all right, title and interest in and to the final deliverables specifically created for Party B under this Agreement and delivered to Party B. Party A may retain copies of deliverables for recordkeeping and archival purposes.

INDEMNIFICATION

Each party (the Indemnifying Party) agrees to indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any and all third-party claims, liabilities, losses, damages and reasonable costs (including attorneys' fees) arising out of or resulting from the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement. The Indemnified Party shall provide prompt written notice of any claim and shall cooperate reasonably in the defense.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PARTY A DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law principles. The parties shall first attempt to resolve disputes in good faith by senior executive negotiation for a period of thirty (30) days. If unresolved, disputes shall be resolved by binding arbitration conducted by a single neutral arbitrator in the agreed jurisdiction, or, if arbitration is unavailable, by the state or federal courts located in the agreed jurisdiction.

NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice.

MISCELLANEOUS

Relationship of the parties: The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee relationship, or agency. Neither party shall have authority to bind the other except as expressly set forth herein.

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Amendment: This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

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