Business Document Hamann

BUSINESS DOCUMENT HAMANN

Recitals

This Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Company Name: with Address:

WHEREAS, Company Name represents that it is lawfully organized and authorized to engage others for services and business operations; and

WHEREAS, Service Provider Name: with Address: represents that it has the skill, personnel and capacity to perform the services described below; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Scope of Work

Payment Terms

Total Compensation: $ payable in accordance with the schedule set forth below. All amounts are payable in lawful currency.

Late Payment: Unpaid amounts shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law, commencing after days from the invoice due date. The prevailing party shall be entitled to recover collection costs and reasonable attorneys' fees.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice of termination to the other party at least days prior to the effective termination date. Termination for Cause: Either party may terminate immediately upon a material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice.

Effect of Termination: Upon termination, Service Provider shall deliver all completed and in-progress work and shall be entitled to payment for work performed and reasonable, documented costs incurred through the effective date of termination. Each party shall promptly return or destroy Confidential Information as provided below.

Confidentiality

Definition: "Confidential Information" shall mean non-public, proprietary or confidential information disclosed by one party to the other, whether orally, in writing or electronically, including without limitation business plans, financial information, trade secrets, customer lists, technical data, and pricing.

Obligations: The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information but not less than a reasonable standard, and (iii) not disclose Confidential Information to any third party except to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that (a) was in the public domain at the time of disclosure, (b) becomes public through no fault of the receiving party, (c) was lawfully received from a third party without confidentiality obligations, or (d) was independently developed by the receiving party without use of the disclosing party's Confidential Information.

Duration: The obligations of confidentiality shall continue for the duration of the Term and for a period of years following termination or expiration.

Mutual Confidentiality: (check if obligations are mutual)

Representations, Warranties and Indemnity

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. Service Provider shall indemnify and hold harmless Company from and against all claims, liabilities and expenses arising from Service Provider's gross negligence or willful misconduct.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules. The parties agree that exclusive venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts located in that state.

Miscellaneous

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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

Entire Agreement

This Agreement, together with any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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