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1.3 THE CLIENT shall, within two days of receipt of each invoice submitted to THE CLIENT, advise SICG of the acceptance or rejection by THE CLIENT of such invoice. Any rejection shall specify the nature and scope of the deficiencies in such invoice. SICG shall, upon receipt of such a notice of rejection, act diligently to correct such deficiencies. The failure of THE CLIENT to provide such a notice of rejection within such period shall constitute acceptance by THE CLIENT of said invoice.

1.4 The Services shall be performed at SICG's offices and other reserved venues unless THE CLIENT requires otherwise and the Services shall be performed in a workmanlike and professional manner by employees of SICG having a level of skill in the area commensurate with the requirements of the scope of work to be performed.

 

1.5 Anything herein to the contrary notwithstanding, the parties hereby acknowledge and agree that THE CLIENT shall have no right to control the manner, means, or method by which SICG performs the Services called for by this Agreement. Rather, THE CLIENT shall be entitled only to consult with respect to the elements of the Services to be performed by, and to review and assess the performance of the Services by SICG for the limited purposes of assuring that the Services have been performed and confirming that such results are satisfactory. SICG shall perform the Services in accordance with all applicable laws, rules and regulations.

2.1 This Agreement shall commence on the date specified in Exhibit A, and unless modified by mutual agreement of the parties or terminated earlier pursuant to the terms of this Agreement, shall continue in effect for a period of one year from inception.

 

2.2 This Agreement may be terminated by either party after one year at the end of each calendar month upon 30 days' prior written notice, if the other party breaches any material term hereof and the breaching party fails to cure such breach within the 30-day period. THE CLIENT will not compensate SICG for the remainder of the contract beyond any outstanding actual out-of-pocket expenses.

 

2.3 Upon termination of this Agreement for any reason, SICG shall promptly return to THE CLIENT all copies of any data, records, or materials of whatever nature or kind, belonging to THE CLIENT, including all materials incorporating the proprietary information of THE CLIENT.

 

2.4 Within 30 days of termination of this Agreement for any reason, SICG shall submit to THE CLIENT an itemized invoice for any fees or expenses previously accrued under this Agreement. THE CLIENT, upon payment of accrued amounts so invoiced, shall thereafter have no further liability or obligation to SICG whatsoever for any further fees, expenses, or other payment.

 

3.2 In addition to the foregoing, THE CLIENT shall pay SICG its actual out-of-pocket expenses, approved in advance by THE CLIENT, which are reasonable and necessary for SICG to incur in furtherance of its performance hereunder. SICG will provide THE CLIENT with access to such original receipts, ledgers, and other records as may be reasonably appropriate for THE CLIENT or the Clients or the accountants of both or to verify the amount and nature of any such expenses.

3.3 If SICG terminates this Agreement because of the breach of THE CLIENT, SICG shall be entitled to a full payment for work in progress. THE CLIENT will compensate SICG for the remaining duration of the contract as set forth in Exhibit A.

3.4 The fees and charges of SICG for any follow-on or additional work not covered in the scope of work described in Exhibit A shall be performed at the then-current rates for such work charged by SICG to its best customers.

5.1 SICG acknowledges that in order to perform the Services called for in this Agreement, it may be necessary for THE CLIENT to disclose to SICG certain Trade Secrets that have been developed by THE CLIENT at great expense and that have required considerable effort of skilled professionals. SICG shall not disclose, transfer, use, copy, or allow access to any such Trade Secrets to any employees or to any third parties, excepting those who have a need to know such Trade Secrets consistent with the requirements of this Agreement and who have undertaken a written obligation of confidentiality and limitation of use. In no event shall SICG disclose any such Trade Secrets to any competitors of THE CLIENT.

 

5.2 As used herein, the term "Trade Secrets" shall mean any proprietary business practice, information, design, process, procedure, formula, or improvement that is not generally known to the general public or the competitors of THE CLIENT. The obligations set forth in Sections 5.1 shall survive the termination of this Agreement and continue for so long as the material remains a Trade Secret.

6.3 The execution and delivery by SICG of this Agreement and the consummation of the transactions contemplated in this Agreement will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which SICG is bound, or any judgment, decree, order, or any statute, rule or regulation applicable to SICG.

 

6.4 SICG warrants that it will organize all of the agreed services as outlined in Exhibit A. SICG will follow up with all of interested parties and leads for the purpose of introducing THE CLIENT'S company and investment outlook. Although SICG will use its best efforts, SICG makes no representations or warranties that THE CLIENT will receive any actual new investments as a result of the campaign. Several external factors outside of SICG's control will influence investment including the quality of the presentation, THE CLIENT'S historical track record, the appeal of THE CLIENT'S business strategy and the overall outlook for the global capital markets.

7.1 THE CLIENT hereby indemnifies and agrees to hold harmless SICG from and against any and all claims, demands, and actions, and any liabilities, damages, or expenses resulting there from, including court costs and reasonable attorney fees (collectively the "Liabilities''), arising out of or relating to the Services, except in the event the Liabilities were the indirect or direct result of or related to fraud or negligence by SICG. SICG's obligations under this section shall survive the termination of this Agreement for any reason. THE CLIENT agrees to indemnify and hold harmless SICG from any untrue statement of material fact or material omissions contained in any offering documentation or other written statements relating to THE CLIENT approved by THE CLIENT.

 

8.2 This Agreement shall be governed and construed in all respects in accordance with the substantive laws of Switzerland, and all conflicts arising out of this Agreement shall be settled in Geneva. The place of performance, the jurisdiction for clients domiciled abroad and the sole jurisdiction for any proceedings is Geneva. SICG does reserve the right to institute action before any other competent court and particularly the court of THE CLIENT'S domicile, but Swiss law shall remain applicable.

 

8.3 The parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. THE CLIENT shall not be liable for any debts, accounts, obligations, or other liabilities whatsoever of SICG.

8.4 All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act on a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought.