Business Document Nicol and Paulsen

Business Document Nicol and Paulsen

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between:

Party A Name:    Principal Place of Business:

Party B Name:    Principal Place of Business:

WHEREAS

WHEREAS, Party A is engaged in the business of providing management, consulting and related commercial services and possesses certain skills, personnel and resources relevant to the project described below;

WHEREAS, Party B desires to obtain from Party A certain services and deliverables as set forth herein, and Party A is willing to provide such services under the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, compensation and confidentiality applicable to the relationship;

1. SCOPE OF WORK

1.1 Services. Party A shall perform the services and deliverables described below in accordance with the terms of this Agreement. The parties acknowledge that timeframes, milestones and acceptance criteria will be as set forth in the scope of work.

2. PAYMENT TERMS

2.1 Compensation. In consideration for the services, Party B shall pay Party A the fees described below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

2.2 Expenses. Reasonable and pre-approved out-of-pocket expenses incurred by Party A in connection with performance of the services shall be reimbursed by Party B upon submission of appropriate receipts or documentation.

2.3 Taxes. Each party shall be responsible for its respective taxes and withholdings. If any withholding is required by law, Party B shall notify Party A and withhold amounts as required, providing documentation to Party A upon request.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach and the desired cure. Termination shall be without prejudice to any other remedies available at law or in equity.

3.3 Effect of Termination. Upon termination, Party B shall pay Party A for all services performed and approved expenses incurred through the effective date of termination. Parties shall return Confidential Information as required by Section 5.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by either 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.

4.2 Obligations. Each party agrees (i) to hold Confidential Information in strict confidence, (ii) not to disclose Confidential Information to any third party except as permitted in writing, and (iii) to use Confidential Information solely for the purposes of performing obligations under this Agreement. Parties shall exercise at least the same degree of care in protecting Confidential Information as they use to protect their own confidential information, but no less than a reasonable standard of care.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through breach of this Agreement; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other party to permit a protective order or other remedy.

5. RELATIONSHIP OF THE PARTIES; INDEMNIFICATION

5.1 Independent Contractor. The parties agree that Party A is an independent contractor and not an employee, partner or agent of Party B. Party A shall have sole responsibility for payment of all compensation and benefits to its personnel and for compliance with all applicable employment, tax and benefit laws.

5.2 Indemnification. Each party (Indemnitor) agrees to indemnify, defend and hold harmless the other party (Indemnitee), its officers, directors and employees from and against any third-party claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of this Agreement, willful misconduct or gross negligence.

6. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, fraud or indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and each party's aggregate liability under this Agreement shall not exceed the total fees actually paid to Party A under this Agreement in the twelve (12) months preceding the claim.

7. 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.

8. MISCELLANEOUS

8.1 Entire Agreement. This Agreement, including any exhibits or attachments executed by the parties, 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 written or oral.

8.2 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8.3 Assignment. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party; provided, however, that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

8.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

SIGNATURES

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