1 Cooperation

1.1 The parties work together confiding and inform each other immediately about changes in a course of action or about doubts in the correctness of proceedings.

1.2 If the client recognizes that his information and requirements are erroneous, not complete, not clear, or not realizable, the client is obligated to inform HPI immediately about it and the foreseeable results.

1.3 The parties will inform each other about the persons and their deputies, responsible and competent for the administration and realization of the contract.

1.4 The parties will inform each other immediately concerning changes made, in the named persons, responsible for the administration and realization of the contract. Until a notice of change, the before named persons and/or their deputies will be considered authorized.

1.5 The authorized persons will communicate in regular intervals, during normal business hours, about the progress and eventual problems concerning the contract, so that guiding actions into the realization of the contract can be made.

2 Client’s Obligation to Cooperate

2.1 The client will give HPI unrestricted support for the realization of the objectives named in the contract. This includes especially the timely provision of information, data, graphic materials, and hard- and software, as far as the cooperation provisions demand this. The client will be instructed in detail by HPI concerning the provisions to be made.

2.2 The client will provide for his part of the contract the competent persons necessary for the completions of the contract.

2.3 If the client has agreed upon providing media material (images, sound, text etc.), he has to do so immediately and in a common useable, preferable digital, format. If it is necessary to convert the media materials, the client is obligated to do so at his costs. Further, the client will have to make certain that he has the rights of usage for the media materials.

2.4 Participation work of the client will be done at his expenses.

3 Deadlines

3.1 Deadlines to provide deliverables or services can only be made by persons named by HPI as contact persons for the contract.

3.2 The parties will agree upon a deadline only in written form. The written form is necessary by law to put a party in default without notice, since all written deadlines can be considered binding. If there is no written agreement upon deadlines, HPI has the right to determine the project’s timeframe.

3.3 Delays resulting from higher power (for example strikes, governmental restrictions, and all disruptions of telecommunication, etc.) and circumstances in the responsibility of the client (for example timely provision of agreed upon materials, services, and persons, etc.) will not put HPI at default, but allows an extension of time to fulfill the contract. The extension of time will be at least the time the delay has caused work to stop plus an adequate time to restart the process interrupted. HPI will notify the client immediately concerning interruptions and delays based on higher power and circumstances in the responsibility of the client.

4 Modifications

4.1 If the client wants to change the extent of the provision of the contract, he will have to inform HPI in writing. The further proceeding will have to meet the following terms. HPI can abstain from following the proceedings named in 4.2 – 4.5, if the client requests a change which can be done within 8 hours of working time.

4.2 HPI will check which effects the requested change will have concerning additional work and expense and an eventual change of the timeframe. Recognizes HPI that the requested changes cannot be done, or only be done with delay, HPI will inform the client and will point out that the requested changes will still be checked only if the change can be done at a later point in time. Agrees the client to this, HPI will further check the implementation of the request. The client can at all times, before work has been started on the requested change, cancel his request.

4.3 After examination of the requested changes, HPI will give a summary to the client explaining the effects the request will have on the contract. The summary will include either a detailed suggestion how to implement the requested changes or an explanation why the requested changes cannot be implemented.

4.4 The parties will decide on the suggested solution for the request, and immediately after agreeing on it, adding it to the contract, as an amendment.

4.5 If there is no agreement, or if the requested change is ended for another reason, the original contract will not be effected by it. The same applies when the client does not agree to addressing the requested change at a later point of time as explained in 4.2.

4.6 The deadline effected by the change will be deferred for the time of the checking of the request, for the time the agreement needed to be done, for the time it takes to implement the requested changes and eventual for some restarting time . HPI will inform the client about the new deadline.

4.7 The client will have to pay the costs for the additional work his request for change has caused. The client is responsible, especially for the costs of the examination for his request for changes, the developed proposal resulting from his request, and the holding time of the project. If the parties agreed upon hourly/daily based compensation, the compensation for the request for change procedure will be according to HPI’s normal hourly/daily rates.

4.8 HPI is allowed to change or to deviate the work to be done, if the change or deviation will not have an effect on the fulfillment of the contract and deadlines, and are reasonable for the client.

5 Compensation

5.1 The Client is responsible for the payment of all expenses associated with travel and accommodation and all third party expenses related to the execution of this contract. Travel expenses will have to be paid only, when the travel distance exceeds 35 miles from the nearest business location of HPI. The time of travel will not be compensated. HPI will bill third party expenses directly to the client and charge a handling fee of 50 Euro for the transaction.

5.2 The compensation of HPI will always be for the expenditure of time. Relevant for the compensation for the expenditure of time will always be the compensation rates of HPI if not agreed upon differently. HPI is entitled to change the compensation rates for the contract if the change is a result of a change to the contract or overall beneficial for the client. All estimates of costs or budget calculations of HPI are non-binding.

5.3 If the parties have not agreed upon a compensation for a service, which the client could expect to compensate HPI for, the client will have to compensate HPI according to the regular HPI compensation rates.

5.4 All compensation according to this contract is to be understood not including the sales tax applicable for the client.

6 Rights

6.1 HPI gives the client the unlimited and non-restrictive right on the performed services to be used conventionary. If software is part of the performed services, the client is bound to the respective licensing of the provided software and the applying copyright laws.

6.2 Utilization of the performed services beyond paragraph 1 is impermissible. The client is not allowed to issue sublicenses and to duplicate services, to rent or otherwise make use of the rendered services other than the indented use for them, if the applying copyright and licensing regulations and laws are not expressively allow such.

6.3 Until fully compensation for the rendered services, the client is only allowed to use the rendered service and has no legal rights to them. HPI can limit the use of the rendered services for which the client has not compensated HPI according to this contract until compensation is made.

7 Rescission

The client can only have a rescission of the contract if a defect in the object of this contract is a result of neglect on the side of HPI.

8 Liability

8.1 HPI is liable for intent and culpable neglect. For slight fault, HPI is only liable, if it is a violation of a major contractual obligation as well as damages to life, body, or health.

8.2 The liability in the case of slight fault, is limited to the amount of the foreseeable, calculate able, typical damage. In all cases the liability is limited to 100 Euro. HPI is not liable for the lost of data or programs, because damages can only result if the client neglects to do periodical backups, to ensure that a possible lost of data and programs can be reversed by restoring them through justifiable effort.

8.3 This policy and procedures also apply to third parties employed through HPI.

9 Non-Disclosure, Press-Release

9.1 Documentation, assembled knowledge and experiences shared between the parties may not be used for other purposes than for the fulfillment of the contract, and may not be given to third parties if provisions are not agreed upon to do so, or third parties are already in possession of them. Third parties in this context are not persons which are necessary for, and part of, the contract.

9.2 Further, the parties agree to treat the content of the contract and cognitions made from the contract confidential.

9.3 Confidentiality applies beyond completion of the contract.

9.4 If one of the parties to this contract requires, all documents, like strategy papers, briefing documents, etc., provided by this party, to be returned or destroyed after completion of the contract, the other parties have to comply to this requirement, if not a legitimate interest to keep them can be proven.

9.5 Press releases, disclosures etc, in which one of the parties of this contract refers to another party of this contract, require a written permission. E-Mails can be used.

10 Conciliatory Proceedings

10.1 The parties will try to solve any differences from or in connection with this contract through extensive inspection through their contact persons responsible for the execution of the contract.

10.2 Irresolvable disagreements will be solved through conciliatory proceedings. If one of the parties declines conciliatory proceedings, it can proceed with normal legal actions if it has informed the other party in writing.

10.3 To execute conciliatory proceedings, the parties will contact the responsible arbitration board with the goal to temporary or permanently resolve the differences in part or complete.

10.4 To enable conciliatory proceedings, the parties will wave their rights for legal claims to one month after the end of the conciliatory proceedings. This waver will have as a result that the statue of limitation for claims will not end during or shortly after the conciliatory proceedings and protect the rights of the parties to take further legal actions after fruitless conciliatory proceedings.

10.5 The deadlines and timeframes of the contract, affected by the conciliatory proceedings including eventual extensive inspection through their contact persons will be suspended and eventually moved as far as it is necessary.

11 Others

11.1 Subrogation (Factoring) needs written agreement of the parties of this contract. Approval can not be declined unreasonably.

11.2 The right of retention can only be exercised against claims resulting from the contractual relationship.

11.3 The parties can only charge up against legal rightful unchallenged claims.

11.4 HPI and third parties involved in the contract are allowed to name the client as reference on their website or other media. HPI et al is allowed to present publicly the rendered services for demonstration purposes, or can refer to them, as long as the client has no legitimate interest to prevent this publication.

12 Final Provisions

12.1 All contractual changes or amendments will have to be in writing for confirmation purposes. Notices of termination have to be in writing. Notices confined to the written form can also be send via e-mail.

12.2 If one or more provision of the contract is non-rightful in part or whole, they will not effect or change the rightfulness of other provisions of the contract. In this case, the parties will replace the non-rightful provision with a rightful one, fulfilling the purpose of the non-rightful provision, as far as possible. The same applies for possible gaps in the provisions of the contract.

12.3 General terms and conditions of the client are not part of the contract.

12.4 The laws of the Federal Republic of Germany, E.U. or U.S. apply for this contract depending on the HPI Department executing the contract under exclusion of the international civil law and the UN commercial law.

12.5 Venue for the contract and all legal claims is the clients nearest HPI location.