Miscellaneous Hoefnagel Document

MISCELLANEOUS HOEFNAGEL DOCUMENT

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

RECITALS

WHEREAS, Client engages Contractor to perform certain professional services described herein and Contractor represents that it has the experience, skill and personnel necessary to perform such services in a competent and professional manner;

WHEREAS, the parties wish to set forth the terms, conditions and responsibilities governing such services, payment, confidentiality and other matters in a single, enforceable written agreement;

WHEREAS, the parties acknowledge that timely performance and protection of confidential information are essential to the business relationship contemplated by this Agreement.

SCOPE OF WORK

Contractor shall perform the services described below (the Services). The description below constitutes the parties' entire current understanding of the Services to be provided; changes or additions will be made only by written amendment in accordance with this Agreement.

PAYMENT TERMS

Client shall pay Contractor for the Services in accordance with the fees and schedule set forth below. All amounts are in U.S. dollars unless otherwise specified.

Late payments shall incur interest at compounded monthly on any overdue balance beginning on the date such amount is due. Contractor may suspend performance if Client fails to pay undisputed amounts within days after written notice.

TERM AND TERMINATION

The term of 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 days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Contractor for all Services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means nonpublic information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes generally known to the public other than as a result of disclosure by the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction and without breach of any obligation to the Disclosing Party.

The Receiving Party shall (i) use Confidential Information solely for the performance of its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement. The Receiving Party shall promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information.

The parties acknowledge that breaches of this Section may cause irreparable harm for which monetary damages may be an inadequate remedy; accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership or joint venture relationship between the parties.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

Sign Now