Tribonex General Terms and Conditions for Services

1. Proposal and Contract

1.1. These General Terms and Conditions of Assignments (“Terms”) are applicable to the services (“Services”) Tribonex AB (“Tribonex”) provides to the client. Tribonex shall provide a written proposal to the client (“Proposal”). Such Proposal must be signed and dated by a duly authorized representative of Tribonex and shall be valid for one (1) calendar month, unless otherwise specifically stated in the Proposal.
1.2. A contract shall be established and become binding upon the parties upon acceptance of such Proposal, evidenced by execution by a duly authorized officer of client and, if required by the terms of the Proposal, the receipt by Tribonex of payment from client of any required up-front fee (“Contract”).

2. Manner of Performance

2.1. Tribonex shall perform the Services in a timely and professional manner with competent qualified individuals. In the event the Contract assigns an Tribonex project team for the fulfillment of any part or all of a Contract, Tribonex expressly reserves the right to in its discretion at any time exchange an Tribonex project team member. Tribonex shall provide notice to a client of such change in a timely fashion taking into account the specific circumstances at the time and will make a reasonable effort to inform a client of any such anticipated change in advance.
2.2. Tribonex shall promptly advise the client of any potential for changes or additions to the Services that may improve the results or lead to cost savings.
2.3. Any change or addition to the Services, and any amendment to the Contract must, in order to be valid, be documented in writing and signed by authorized representatives of the Parties. Tribonex shall be entitled to such extension of time and additional compensation for completion of the Services, or any portion or phase thereof, as is reasonably occasioned by changes or additions. Extension of time and additional compensation shall be reflected in amendments under Subsection 2.2 above.
2.4. If the Contract provides for phases of the Services, Tribonex shall forward deliverables relating to each phase to the client on or before the date set out in the Contract for completion of each such phase. Tribonex shall forward final deliverables relating to the Services on or before the date set out in the Contract. The actual date of completion of the Services shall be the date of forwarding final deliverables, which should be approved by the client.
2.5. The procedures for approval of the Services shall be mutually agreed and set out in the Contract. In the event such procedures have not been defined, the client shall evaluate the deliverable and notify Tribonex in writing of its approval or rejection of the deliverable. If the client fails to give such notice within thirty (30) days from the delivery date, the deliverable shall be deemed approved by the client. Minor defects or deficiencies in the deliverables shall not be a reason for rejection.
2.6. Tribonex may from time to time and at its discretion engage subcontractors, in which case Tribonex shall inform the client.
2.7. Client shall provide Tribonex with accurate and sufficient information and resources (including the necessary personnel with adequate competence) for Tribonex to perform the duties called for by the Contract.

3. Fees, Invoicing and Payment

3.1. The fees for the Services shall be specified in the Contract.
3.2. The fees are exclusive of VAT.
3.3. The fees exclude expenses for travel, accommodation and other out-of-pocket expenses.
3.4. No fees shall be payable for travel time for travel between the Tribonex office and client’s office should such be located within the same metropolitan area. For other travel time, the normal fee rates shall apply during normal working hours and fifty percent (50%) of normal fees shall apply outside such hours.
3.5. In case the Services are provided on a time and materials basis, invoicing shall be made monthly in arrears.
3.6. In case the Services are provided on a fixed fee basis, invoicing shall be defined in the Contract.
3.7. Invoices shall be paid by client in full no later than thirty (30) days from the date of invoice.
3.8. In the event of late payment, penalty interest shall be due and payable to Tribonex according to law.
3.9. Tribonex reserves the right to at any time client is more than thirty (30) days past due in payment of an outstanding invoice, in addition to remedies provided herein or under law, temporarily suspend providing Services until such time client has submitted payment in full.

4. Term and Termination

4.1. The Contract term shall be specified in the Contract.
4.2. A non-offending party may, by written notice to the other party, terminate the Contract if any of the events under (i) or (ii) occur:
(i) there is a material breach of the Contract and such breach is not remedied within thirty (30) days after receipt of notice of the breach by the non-offending party; or
(ii) the other party
a. terminates or suspends its business activities;
b. becomes insolvent, has a liquidator or a receiver appointed, enters into an arrangement with its creditors or admits in writing its inability to pay its debts as they mature; or
c. becomes subject to any bankruptcy or insolvency proceeding, which is not withdrawn or dismissed within thirty (30) days.
4.3. The client is entitled to terminate the Contract at any time by providing thirty (30) days prior written notice to Tribonex, and by paying a cancellation fee equal to 25% of the agreed upon fee for the uncompleted portion of the Contract.
4.4. Termination of the Contract under the above paragraphs shall not affect the client’s obligation to pay for services performed by Tribonex up to the effective date of termination or expenses reasonably incurred by Tribonex for which Tribonex is entitled to reimbursement.
4.5. Notwithstanding any termination of the Contract, Section 8 (Confidentiality) shall survive for a period of five (5) years, while Sections 6 (Limitation of Liability), 7 (Intellectual Property Rights) and 9.1 (Indemnification) shall survive termination of this Agreement indefinitely. All other rights and licenses granted hereunder will cease upon termination.

5. Warranty

5.1. Each Party warrants that it has the full power and authority to enter into this Contract and to grant to the other party the rights granted herein.
5.2. The foregoing warranties are exclusive and lieu of all warranties of quality of performance, specific outcome of the Services, etc., written, oral or implied.

6. Limitation of Liability

6.1. Tribonex’ liability under the Contract or the termination thereof will not, in any event, exceed the fees actually paid by client to Tribonex under this Contract.
6.2. Neither party will in any event be liable under the Contract the termination thereof for any loss of profits, loss of use, indirect or consequential damages of any kind.
6.3. Without limiting the generality of the foregoing, Tribonex shall under no circumstances have responsibility to compensate client for losses or costs to client stemming from inaccuracies or omissions in information provided by client to Tribonex in connection with the performance of the Services.

7. Intellectual Property Rights

7.1. Each party retains any and all intellectual property rights in existence at the commencement of the Contract. Nothing herein shall be construed as a license to the other party of any intellectual property rights, with the exception of the right to use such solely for the purpose of the Contract.
7.2. Any and all intellectual property rights coming into existence as a result of the Contract (or activities hereunder) shall be the property of Tribonex. The client shall co-operate reasonably in order to secure and document Tribonex’ ownership of such intellectual property rights.

8. Confidentiality

8.1. The parties may exchange confidential information under the Contract. “Confidential Information” shall mean any information including but not limited to plans, test results, analyses, compilations, studies, reports, projections or forecasts disclosed in any form including disclosure made in writing, orally or in the form of samples, models or otherwise by a party, provided that it is designated as confidential at the time of disclosure, or that the nature of such information makes it reasonably understood that it is confidential.
8.2. The recipient of Confidential Information (“Recipient”) agrees that he will not use any part of the Confidential Information except for the use under the Contract. Recipient will keep said Confidential Information secret and confidential and shall not disclose any of it to any third party without the prior written approval by the submitting party. Such approved disclosure to third parties shall be made under the same confidentiality obligations as described herein. The provisions of this Section shall, however, not apply to any part of such Confidential Information which:
a) is at present publicly known, or hereafter becomes publicly known through no fault of Recipient; or
b) was already known to Recipient on the date of disclosure by Tribonex provided that such prior knowledge can be adequately substantiated by documentation in a tangible form; or
c) properly and lawfully becomes available to Recipient by a third party who was under no obligation of secrecy and/or confidentiality; or
d) is independently developed by an employee, consultant or a business partner of Recipient or its affiliates before the date of the disclosure of the Confidential Information without the benefit of any disclosure hereunder; or
e) is required by law to be disclosed. In such event, Recipient shall notify Tribonex of the required disclosure in advance to enable Tribonex to have an opportunity to object to such governmental entity or court of law regarding the required disclosure. Recipient shall use all reasonable efforts to obtain confidential treatment of such Confidential Information required to be disclosed.

9. Miscellaneous

9.1. Indemnification: If a third party claims or brings an action against a party relating to infringement of any such third party rights, the party causing the claim or action shall indemnify the other party against all damages and costs arising out of such claim or action. The party causing the action or claim shall, however, be released from the foregoing obligation to indemnify if the party facing the claim or action has not taken all reasonable steps to mitigate any potential damages and costs and provides the causing party with:
(i) prompt written notice of any such claim or action, or the substantial risk thereof;
(ii) sole control and authority over the defense or settlement of such claim or action; and
(iii) proper and full information and assistance to settle and/or defend any such claim or action. The party facing the claim or action shall have the right to employ separate counsel and participate in the defense at its own expense, provided that the other party shall control the defense.
9.2. Non-Solicitation: The parties agree that, without the prior written consent of the other party, a party shall not solicit or hire any current of former employee of the other party, who has been engaged, or worked, directly or indirectly with the other party, until the expiration of six (6) months following the termination of the Contract.
9.3. Force Majeure: Neither party will be liable for any failure to perform or delay in performance of its obligations under the Contract to the extent that such performance is delayed or rendered impossible by labor disputes, fire, flood, general interruptions or disruptions of power supply or telecommunications, governmental acts or orders or restrictions, or act of God, or any other reason where failure to perform is beyond the control of the non-performing party.
9.4. Governing Law: The Contract shall be governed by and construed in accordance with the laws of Sweden without reference to conflict of law principles.
9.5. Arbitration: Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.
9.6. Amendments: This Agreement may not be amended except in a writing signed by a duly authorized representative of each party.
9.7. Entire Agreement: The Contract shall constitute the final agreement between the parties as pertains to the subject matter of such Contract and shall supersede any and all prior agreements and understandings, whether oral or written between Tribonex and client.