Kireus Consulting - Web publishing and SEO

THIS AGREEMENT ("Agreement") is entered into on [Day/Month Year], between Kireus Consulting ("Webmaster"), with its principal place of business located at Lotta Svärdsgatan 4C, SE-41514 Göteborg and [Name of customer] ("Client"), with its principal place of business located at [Address of customer] and shall be effective as of [Day/Month Year] (the "Effective Date").

WHEREAS, Client desires to retain Webmaster for the maintenance of the web site set forth herein,

Webmaster agrees to mantain web site ________________ for Client in accordance with the specifications set forth in "Exhibit_A" (the "Statement of Work").

Client will pay Webmaster for the Maintenance Services according to the terms and time frames set forth in "Exhibit A".

Unless terminated as provided herein, this Agreement will extend to and terminate upon completion of the Maintenance time frame set forth in "Exhibit A". Client may terminate this Agreement without cause upon thirty (30) days written notice. In the event of termination without cause, Client agrees to pay Webmaster for all Maintenance Services performed up to the date of termination. Either party may terminate this agreement for material breach, provided, however, that the terminating party has given the other party at least twenty-one (21) days written notice of and the opportunity to cure the breach. Termination for breach will not preclude the terminating party from exercising any other remedies for breach.

A. All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Webmaster and will not be disclosed or used by Webmaster except to the extent that such disclosure or use is reasonably necessary to the performance of the Development Services.

B. All information relating to Webmaster that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Client and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client's duties and obligations under this Agreement.

C. These obligations of confidentiality will extend for a period of 1 year after the termination of this agreement, but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.

Webmaster warrants that the Maintenance Services will be provided in a workmanlike manner, and in conformity with generally prevailing industry standards. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.

If submition of Client's website in Search Engines is specified in "Exhibit A", Webmaster can not guarantee high placings in search engine results. Webmaster accept no responsibility or liability if any portal, search engine, online directory or search site, chooses not to list Client's web site.

Client's sole and exclusive remedy for any claim against Webmaster with respect to the quality of the Maintenance Services will be the correction by Webmaster of any material defects or deficiencies therein, of which Client notifies Webmaster in writing within ninety (90) days after the Maintenance Service time frame set forth in "Exhibit A". In the absence of any such notice, the Maintenance Services will be deemed satisfactory to and accepted by Client.

In no event will Webmaster be liable for any loss of profit or revenue by Client, or for any other consequential, incidental, indirect or economic damages incurred or suffered by Client arising as a result of or related to the Maintenance Services, whether in contract, tort or otherwise, even if Client has been advised of the possibility of such loss or damages. Client further agrees that the total liability of the Webmaster for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of Webmaster, whether in contract, tort or otherwise, will not exceed an amount equal to the amount actually paid by Client to Webmaster for the Maintenance Services during the twelve (12) month period preceding the date the claim arises. Client will indemnify and hold Webmaster harmless against any claims by third parties, including all costs, expenses and attorneys' fees incurred by Webmaster therein, arising out of or in conjunction with Client's performance under or breach of this Agreement. Client warrants and represents that it is the rightful owner or licensee of all content that it may provide to Webmaster for implementation on the web site. Client will indemnify and hold Webmaster harmless against any claims for infringement of intellectual property, including but not limited to infringement of any copyright, trademark, patent or trade secret made against Webmaster by any third party.

The performance by Webmaster of its duties and obligations under this Agreement will be that of an independent contractor, and nothing herein will create or imply an agency relationship between Webmaster and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

During the period of this agreement and for twelve (12) months thereafter, neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms "former employee" and "former subcontractor" will include only those employees or subcontractors of either party who were employed or utilized by that party on the Effective Date of this Agreement.

Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

Any dispute arising under this Agreement will be subject to binding arbitration with the Dispute Resolution Services (DRS) section of the The European Branch of the Chartered Institute of Arbitrators, in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the Swedish and ___________ laws. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgement on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.

If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.

The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

This Agreement together with any attachments referred to herein constitute the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives.