General Terms of Contract

1. Scope

These General Terms of Contract shall apply to all orders for consulting, planning and organizing work placed by an ordering party (hereinafter "the Client") with Norbert Kuse Quality Management Consulting (hereinafter "the Consultant").

2. Scope and Execution of the Contract

The subject of the consultancy contract (hereinafter "the Contract") shall be the work to be done by the Consultant (hereinafter "the Work") as agreed upon between the Consultant and the Client. The Work shall be performed according to the principles of proper professional practice, using current findings and experience, and to the best of the Consultant's knowledge and belief.

The tasks, procedures and kind of results shall be specified in writing. Any modification or extension of, or addition to, the task and the kind of results as well as any essential change of procedure require to be agreed upon separately in writing.

The Client shall assist the Consultant in his performance of the Work, especially by granting the Consultant's staff working on the project access at all times to all information and furnishing them in due time with all records needed for the Work.

3. Consultant's Obligation of Confidentiality

The Consultant shall treat all information about the Client's business as confidential and expressly impose the same obligation on his staff. Should any staff member infringe this obligation, the Consultant shall meet his resulting liability to the Client by assigning his recourse claims against that staff member to the Client.

4. Obligation of Loyalty

The Client and the Consultant shall be loyal to each other. In particular, both parties shall, before the expiry of 12 (twelve) months after completion of the Work, abstain from employing or otherwise hiring any of the other party's staff (e.g., for orders on their own account) who have taken part in performing the Work.

5. Fees and Costs

The remuneration for the Consultant's performance will be charged in terms of a fixed daily fee for the period of performance as laid down in the Contract. The fees are exclusive of VAT, which will be charged to the Client in addition (unless this is not in conflict with other regulations as, e.g., in case of performance outside Germany). Invoices shall be due for payment immediately and without deduction. Should the Client, for whatever reason, prematurely terminate the Contract, he shall not be entitled to claim repayment of fees already paid. If the Client terminates the Contract prior to the first invoicing, he shall pay the Consultant a lump sum of €1,000.00 (plus VAT, where applicable) as a cost compensation.

6. Guarantee

If, despite due diligence, the Work performed is found to have any defect for which the Consultant is answerable, the Consultant shall be obliged to rectify such defect. The Client shall assert its claim to the rectification of defects in writing and without delay. The said claim shall expire 3 (three) months after delivery of the Work documents or 3 (three) months after termination of the Contract, whichever is earlier.

7. Liability

The Consultant shall be liable for damages – for whatever legal ground – only if the damage has been caused by the Consultant intentionally or due to gross negligence.  The liability sum shall be restricted to the Contract value but not exceed a maximum of €50,000.00. Consequential losses shall be excluded from the Consultant's liability. A claim for damages, unless already barred by lapse of time pursuant to applicable law, can only be asserted within 6 (six) months after the rightful claimant has taken notice of the damage and of the event justifying the claim, or within 1 (one) year after termination of the Contract, whichever is earlier. The Consultant shall not be held liable to any third party, unless he has previously agreed in writing to forward reports, expert opinions and the like to the said third party.

8. Completion of the Work

The parties shall, in the Contract, agree on a deadline for completing the Work. The Consultant and the Client shall ascertain the said completion and, thus, termination of the Contract, during a final meeting to be held between them.

9. Applicable Law, Amendments

The Contract, its performance and the claims resulting therefrom shall exclusively be governed by German law. The parties agree that the court of Jena shall have jurisdiction. Any amendments to these General Terms of Contract shall be made in writing.

10. Severability

If any provision of these General Terms of Contract should be or become invalid, this shall not affect the validity of all other provisions thereof.

Issue: October 2009