Business Klassen Document

BUSINESS KLASSEN AGREEMENT

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing advisory, training and consulting services relating to business operations and management; and

WHEREAS, Client desires to retain Service Provider to perform certain services for the Client and Service Provider is willing to provide such services on 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 acknowledged, the parties agree as follows:

Scope of Work

The Service Provider shall perform the tasks described above in a professional and workmanlike manner consistent with industry standards. Any changes to the Scope of Work that materially alter the nature, schedule or compensation shall be made only by written amendment signed by both parties.

Payment Terms

All payments are due within days of invoice unless otherwise specified. Late payments shall bear interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law, and Client shall be responsible for all reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Effective Date: and shall continue in effect until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days following receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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. Each party agrees (i) to hold Confidential Information of the other party in strict confidence, (ii) not to use such Confidential Information for any purpose other than performing obligations under this Agreement, and (iii) not to disclose such Confidential Information to any third party except to the extent necessary to perform this Agreement and subject to confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations shall survive the termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. The obligations in this Section shall not apply to information that (a) is or becomes public through no fault of the receiving party, (b) was lawfully in the receiving party's possession prior to disclosure, (c) is received from a third party without restriction, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and any methodologies, templates, tools and know-how used or developed in connection with the Services. Client is granted a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Any third-party materials incorporated into deliverables are subject to the applicable third-party terms and Client must comply with those terms.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the full corporate or individual power and authority to enter into this Agreement. Client shall indemnify and hold harmless Service Provider from and against any claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement or Client's use of deliverables. Except for liability arising from gross negligence, willful misconduct or breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential or punitive damages, and each party's aggregate liability shall be limited to the total amounts paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising from this Agreement through negotiation. If negotiation fails, the parties may pursue any available legal or equitable remedies in the courts of the chosen state.

Entire Agreement; Amendments

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties are independent contractors and nothing herein shall create a partnership, joint venture or employment relationship. Notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above.

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