Business Document Hedenberg

BUSINESS DOCUMENT HEDENBERG

This General Business Agreement ("Agreement") is made effective as of by and between with principal address at ("First Party"), and with principal address at ("Second Party"). First Party and Second Party are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, First Party possesses certain expertise, materials and personnel necessary to perform business services as described herein; and

WHEREAS, Second Party desires to engage First Party to perform such services pursuant to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SCOPE OF WORK

First Party shall perform the services and deliverables described below. The work shall include, without limitation, the tasks, milestones and deliverables set forth in the field below. First Party shall perform the services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the services to be provided, Second Party shall pay First Party as follows. All amounts are in lawful currency and are exclusive of taxes unless otherwise stated.

Invoices submitted by First Party are due and payable within days of receipt. Late payments shall accrue interest at a rate equal to percent per month (or the maximum allowed by applicable law, if less).

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

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

Upon termination, Second Party shall pay First Party for all services performed and expenses incurred through the effective date of termination, together with any non-cancellable obligations incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one Party to the other Party, whether oral, written, electronic or visual, 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 excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was lawfully in the receiving Party's possession prior to receipt from the disclosing Party; (c) is rightfully received by the receiving Party from a third party without a duty of confidentiality; or (d) is independently developed by the receiving Party without reference to the Confidential Information.

The receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations under this Section shall survive termination of this Agreement for years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full corporate or other organizational power and authority to enter into and perform this Agreement and that the person signing this Agreement on its behalf is authorized to bind that Party. First Party warrants that the services will be provided in a professional manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, and each Party's aggregate liability arising under or related to this Agreement shall not exceed the total fees paid or payable by Second Party to First Party under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by notice to the other in accordance with this Section. Notices shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or three (3) days after deposit in certified mail, return receipt requested.

MISCELLANEOUS

Neither Party may assign 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 all obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, or employment relationship.

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