Business Document Holland

Business Document Holland

This Business Agreement (the "Agreement") is entered into as of by and between Client Name: with address: and Service Provider Name: with address: .

WHEREAS

WHEREAS, Client requires certain services and deliverables as described herein and Provider possesses the capability, expertise, and personnel to perform such services;

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services for Client and to allocate associated rights, responsibilities and liabilities; and

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

SCOPE OF WORK

Provider shall perform the services and deliver the work product described below. Provider shall exercise commercially reasonable efforts to meet any schedule set forth in this Agreement and shall perform in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services and deliverables. Unless otherwise stated, all amounts are exclusive of applicable taxes.

Late payments shall incur interest at a rate of on any unpaid balance, calculated monthly, plus any reasonable collection costs incurred by Provider.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice describing the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred up to the effective date of termination, including any non-cancellable commitments made in performance of this Agreement.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in any form, whether oral, written or electronic, that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (i) publicly available through no fault of the receiving party; (ii) rightfully known to the receiving party prior to disclosure as evidenced by written records; (iii) independently developed by the receiving party without reference to Confidential Information; or (iv) lawfully obtained from a third party without restriction.

The receiving party shall (a) hold Confidential Information in strict confidence and take all reasonable precautions to protect it, (b) not use Confidential Information other than to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to the receiving party's employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of or for such longer period as required by applicable law with respect to trade secrets.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, in no event shall either party be liable for incidental, consequential, special or punitive damages arising out of or related to this Agreement. The aggregate liability of each party for claims arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Netherlands without regard to its conflicts of law rules. The parties submit to the exclusive jurisdiction of the courts located in the Netherlands for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

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 and understandings, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party designates in writing. 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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