1.1 Blackline Partners, LLC shall assist in the routine and legal requirements when setting up a new business as specified in accordance with the current state of the art.

1.2 The customer shall support Blackline Partners, LLC to the extent required, in particular provide all required information.

2 Cooperation

2.1 The customer shall name a contact person; Blackline Partners, LLC shall name a customer consultant. Both shall have the authority to make the necessary decisions or shall obtain authorization for them in a timely manner. The customer consultant shall put decisions in writing. The contact person shall provide all required information. The customer consultant shall contact the contact person as is required to ensure the proper performance of the mutual obligations.

2.2 The services shall be performed at one of Blackline Partners, LLC locations.

3 Charges and Payments

3.1 Unless otherwise agreed, the customer shall remunerate Blackline Partners, LLC on the basis of costs incurred.Hourly rates, travel expenses and incidental expenses shall be paid in accordance with Blackline Partners, LLC price list, unless otherwise agreed. Blackline Partners, LLC may submit invoices on a monthly basis. Persons engaged by Blackline Partners, LLC shall fill out detailed time sheets which Blackline Partners, LLC shall hand over to the customer if requested. The customer may audit these sheets at any time. In case of fixed prices, travel and incidental expenses shall be reimbursed separately.

3.2 Payments shall be due within 30 days after invoicing.

3.3 Duties, taxes and levies including V.A.T. - if applicable - shall be paid by the customer on allprices.

4 Rights

4.1 All rights in the documents and results arising from the services shall accrue to the customer. Blackline Partners, LLC shall not be restricted to use the gained know-how and to render similar business planning services for other customers of Blackline Partners, LLC, provided Blackline Partners, LLC complies with section 6 below.

4.2 If Blackline Partners, LLC provides documents or programs not developed under the contract, the customer may use them only within the framework of the work results under the contract, but not isolated,provided Blackline Partners, LLC has notified the customer of such deliveries in advance.

 

5 Liability

5.1 Blackline Partners, LLC - including any person engaged in performing any obligation under this contract - shall be liable for damages under any claim based on normal negligence only if Blackline Partners, LLC breaches abasic obligation of the contract which jeopardizes the contract goal (cardinal obligation). In this event Blackline Partners, LLC liability shall be restricted to $100,000.00 or the contract value, whichever amount is higher. The restrictions shall not apply to the extent the damages are covered under Blackline Partners, LLC business liability insurance provided the insurance company has paid. Claims for personal injury shall remain unaffected.

6 Confidentiality Obligations

6.1 Blackline Partners, LLC shall keep the customer's trade and business secrets confidential for an unlimited period of time, as well as all other information obtained by Blackline Partners, LLC under or in connection with this contract, designated in writing as confidential by the customer. However, Blackline Partners, LLC shall have no obligation with respect to any information which is (i) already in Blackline Partners, LLC possession at the time of the execution of the contract, (ii) independently developed by Blackline Partners, LLC, or (iii) which is publicly known through no wrongful act of Blackline Partners, LLC.

6.2 Notwithstanding section 6.1, Blackline Partners, LLC is not obliged to keep confidential any of Blackline Partners, LLC ideas,concepts, know-how or techniques related to the development of software.

6.3 Blackline Partners, LLC shall oblige its employees to adhere to the confidentiality obligations.

6.4 Blackline Partners, LLC may include the name of the customer and a brief description of the rendered performances in a reference list. All other advertising references to the customer shall be agreed on in advance with the customer.