Business Document Klingspor

BUSINESS DOCUMENT KLINGSPOR

Parties and Recitals

This General Business Agreement (the Agreement) is entered into as of by and between Client Name: and Contractor Name: .

WHEREAS, Client requires certain business services and deliverables as described below; and

WHEREAS, Contractor represents that it possesses the requisite skill, experience and personnel to provide such services on the terms set forth in this Agreement; and

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

Scope of Work

Contractor shall perform the services described above and shall deliver any specified deliverables in accordance with the delivery schedule agreed between the parties. Contractor shall perform services using personnel with appropriate training and qualifications and in a professional manner consistent with industry standards.

Payment Terms

Unless otherwise agreed in writing, Client shall pay Contractor in accordance with the payment schedule above. Invoices submitted by Contractor are due and payable within days of receipt. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate specified above and Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Contractor to recover overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the notice period specified above. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (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, pricing, customer lists, technical data, and proprietary processes.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or regulation, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates to seek a protective order or other limitation on disclosure.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the legal power to enter into this Agreement. Contractor represents that services will be performed in a workmanship-like manner consistent with industry standards. Each party shall indemnify and hold harmless the other from third party claims arising from its own gross negligence or willful misconduct. Except for liability arising from breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, punitive, or special damages, and aggregate liability shall be limited to the total amounts paid under this Agreement in the twelve (12) months prior to the claim.

Notices

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in accordance with the arbitration rules chosen by the parties at the time of dispute; judgment on the award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver by either party of any breach shall not constitute a waiver of any subsequent breach.

Execution

The parties execute this Agreement by their duly authorized representatives as set forth below.

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