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Contract General Terms

The following General Terms and Conditions are included in all contractual arrangements between BIS Global and our customers either explicitly or by reference and are available here on our public website at all times. Upon engaging in any business relationship with BIS Global, you agree to be bound by these General Terms and Conditions. These General Terms and Conditions were last updated on March 1, 2010.

7. CLIENT agrees that BIS Global Content is proprietary and confidential. To the extent that BIS Global has not made BIS Global Content, or a part of BIS Global Content generally available to the public, CLIENT agrees to keep BIS Global Content confidential and not use it or disclose it without BIS Global’s prior written consent (“Confidentiality”). In addition to Confidentiality, BIS Global’s employees and contractors are very important to BIS Global. CLIENT agrees that CLIENT will not hire, solicit for hire, or entice to leave BIS Global, any of BIS Global’s employees or contractors (“Restriction”). If CLIENT uses or discloses BIS Global Content in violation of Our Agreement or violates the Restriction, CLIENT agrees that CLIENT may be enjoined by a court and held responsible for BIS Global’s damages, including attorneys’ fees and costs. 8. CLIENT agrees to pay BIS Global for the Service outlined in any executed Contract between CLIENT and BIS Global.

If payment is not made to BIS Global when required, CLIENT agrees to pay BIS Global interest at the rate of one percent (6%) per month, compounded monthly, as well as any attorneys’ fees and costs which BIS Global may incur. Until any contracted Services are completed and approved by ClIENT, and required payments are received by BIS Global, none of the Services or final Products shall be accessible to end-users.

9. BIS Global grants CLIENT a non-assignable, royalty free, perpetual license to use BIS Global Software, Content, and Work Product (“Use License”). BIS Global may terminate the Use License only in the event that CLIENT breaches Our Agreement and fails to cure such breach within 10 days following written notice to CLIENT.
10. BIS Global warrants to CLIENT that, to the best of BIS Global’s knowledge, BIS Global Software, Content, and Work Product does not and will not infringe, or be misappropriations of, the property right of third parties.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, BIS Global MAKES NO WARRANTIES HEREUNDER, AND BIS Global EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BIS Global SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OBLIGATIONS UNDER OUR AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF BIS Global HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF BIS Global TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO BIS Global BY CLIENT UNDER OUR AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. 		11. BIS Global may list CLIENT as a client and the Web Site as BIS Global’s work product, unless written notice is received by BIS Global from CLIENT prior to the completion of the Software, Content, or Work Product.

12. CLIENT agrees not to approach BIS Global's employees or contractors with proposals to hire them as CLIENT's own employees or contractors. If CLIENT were to hire any of BIS Global's employees or contractors, CLIENT agrees to pay BIS Global for each employee thus hired the greater amount of: three years salary for that employee as CLIENT is to pay such employee or contractor, or $200 000.

13. Upon any termination, the provisions of Our Agreement relating to the Use License, Confidentiality, Restriction, CLIENT Content, BIS Global Content, assignment, proprietary rights, warranty, limitation of liability, indemnification obligations and payment obligations shall survive the termination or Term of Our Agreement.
14. Each of the parties will act in accordance with the terms of Our Agreement and will sign such other documents or agreements that are necessary to effectuate the terms of Our Agreement. In the performance of Our Agreement, BIS Global is acting as independent contractors and not employees or agents of CLIENT. Our Agreement shall be governed in all respects by the laws of the State of Maryland without regard to its conflict of laws provisions. CLIENT and BIS Global agree that the sole venue and jurisdiction for disputes arising from Our Agreement shall be the appropriate state or federal court located in the State of Maryland, and CLIENT and BIS Global hereby submit to the jurisdiction of such courts. CLIENT shall not assign, without the prior written consent of BIS Global, CLIENTr rights, duties or obligations under Our Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of Our Agreement. The waiver of any failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right available at law. If any provision of Our Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of Our Agreement shall remain enforceable.
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