TUZAME SOFTWARE DEVELOPMENT AGREEMENT VERSION 1.0.0

This Software Development Agreement (the “Agreement” or “Software Development Agreement”) states the terms and conditions that govern the contractual agreement between Tuzame AB having its principal place of business at Birger Jarlsgatan 48, 11429 Stockholm, Sweden (the “Developer”), and the company accepting an offer ("the "Offer") made by Tuzame AB (the “Client”) who agrees to be bound by this Agreement. WHEREAS, the Client has conceptualized the wanted software solution (the “Software”) prior to accepting the Offer, which is described in further detail in the Offer, and the Developer is a contractor with whom the Client has come to an agreement to develop the Software. NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties to this Software Development Agreement, the Developer and the Client (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows below. In case there are terms in the Offer that contradicts the terms stated in this Agreement, the terms stated in the Offer supersedes the terms in this Agreement.
  1. DEVELOPER’S DUTIES

The Client hereby engages the Developer and the Developer hereby agrees to be engaged by the Client to develop the Software in accordance with the specifications stated prior to accepting the Offer. The Developer shall complete the development of the Software according to the milestones described in the Offer. In accordance with such milestones, the final product shall be delivered to the Client by the date stated in the Offer (the “Delivery Date”). The Client are obligated under this Agreement to provide support or assistance to the Developer if needed to finalize the Software. The Client may terminate this Software Development Agreement at any time upon material breach of the terms herein and failure to cure such a breach within 30 days of notification of such a breach.
  1. DELIVERY

The Software shall function in accordance with the Specifications on or before the Delivery Date. If the Software as delivered does not conform with the Specifications, the Client shall within 15 days of the Delivery Date notify the Developer in writing of the ways in which it does not conform with the Specifications. The Developer agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity. If the Client does not in writing within 15 daysof the Delivery Date inform the Developer that the Software does not conform with the Specifications, the Software will be considered as fully delivered.
  1. COMPENSATION

In consideration for the Service, the Client shall pay the Company at the rate per hour (the “Hourly Rate”) stated in the Offer. Fees billed under the Hourly Rate shall be due and payable within 15 days upon the Developer providing the Client with an invoice.
  1. INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE

The Parties acknowledge and agree that the Developer will hold all intellectual property rights in the Software including, but not limited to, copyright and trademark rights. The Client agrees not to claim any such ownership in the Software’s intellectual property at any time prior to or after the completion and delivery of the Software to the Client. However, the Client holds the right to license free usage of the Software unless otherwise stated in the Offer.
  1. CHANGE IN SPECIFICATIONS

The Client may request that reasonable changes be made to the Specifications and tasks associated with the implementation of the Specifications. If the Client requests such a change, the Developer will use its best efforts to implement the requested change at no additional expense to the Client and without delaying delivery of the Software. In the event that the proposed change will, in the sole discretion of the Developer, require a delay in the delivery of the Software or would result in additional expense to the Client, then the Client and the Developer shall confer and the Client may either withdraw the proposed change or require the Developer to deliver the Software with the proposed change and subject to the delay and/or additional expense. The Client agrees and acknowledges that the judgment as to if there will be any delay or additional expense shall be made solely by the Developer.
  1. DEVELOPER WARRANTIES

The Developer represents and warrants to the Client the following:
  • Development and delivery of the Software under this Agreement are not in violation of any other agreement that the Developer has with another party.
  • The Software will not violate the intellectual property rights of any other party.
 
  1. LIQUIDATED DAMAGES

The Client agrees to that the Developer will not be held responsible or charged any liquidated damages relating to the Software not functioning as stated in the Specifications, nor will the Developer be held responsible for any loss of income, information leakage or other negative monetary or non-monetary impacts on the Client or the Clients clients related to the Software.
  1. NO MODIFICATION UNLESS IN WRITING

No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.
  1. OTHER

The Developer reserves the right to transfer the ownership of this Agreement to another company of its choosing. By accepting the Offer, the Client gives the Developer the right to use the Clients name and brand for marketing purposes.
  1. APPLICABLE LAW

This Software Development Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the country of Sweden, and the Parties submit to exclusive jurisdiction of the courts of Sweden.   IN WITNESS WHEREOF, each of the Parties has executed this Software Development Agreement, both Parties by its duly authorized officer, as of the day and year set forth in the Offer. This agreement becomes valid with the acceptance of the Offer.

TUZAME SOFTWARE DEVELOPMENT AGREEMENT VERSION 2.0.0

This Software Development Agreement (the “Agreement” or “Software Development Agreement”) states the terms and conditions that govern the contractual agreement between Tuzame AB having it\'s principal place of business at Birger Jarlsgatan 48, 11429 Stockholm, Sweden (the “Developer”), and the company accepting an offer (the "Offer") made by Tuzame AB (the “Client”) who agrees to be bound by this Agreement. WHEREAS, the Client has conceptualized the wanted software solution (the “Software”) prior to accepting the Offer, which is described in further detail in the Offer, and the Developer is a contractor with whom the Client has come to an agreement to develop the Software. NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties to this Software Development Agreement, the Developer and the Client (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows below. In case there are terms in the Offer that contradicts the terms stated in this Agreement, the terms stated in the Offer supersedes the terms in this Agreement.
  1. DEVELOPER’S DUTIES

The Client hereby engages the Developer and the Developer hereby agrees to be engaged by the Client to develop the Software in accordance with the specifications stated prior to accepting the Offer. The Developer shall complete the development of the Software according to the milestones described in the Offer. In accordance with such milestones, the final product shall be delivered to the Client by the date stated in the Offer (the “Delivery Date”). The Client are obligated under this Agreement to provide support or assistance to the Developer if needed to finalize the Software. The Client may terminate this Software Development Agreement at any time upon material breach of the terms herein and failure to cure such a breach within 30 days of notification of such a breach.
  1. DELIVERY

The Software shall function in accordance with the Specifications on or before the Delivery Date. If the Software as delivered does not conform with the Specifications, the Client shall within 15 days of the Delivery Date notify the Developer in writing of the ways in which it does not conform with the Specifications. The Developer agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity. If the Client does not in writing within 15 daysof the Delivery Date inform the Developer that the Software does not conform with the Specifications, the Software will be considered as fully delivered.
  1. COMPENSATION

In consideration for the Service, the Client shall pay the Company at the rate per hour (the “Hourly Rate”) stated in the Offer. Fees billed under the Hourly Rate shall be due and payable within 15 days upon the Developer providing the Client with an invoice.
  1. INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE

The Parties acknowledge and agree that the Developer will hold all intellectual property rights in the Software including, but not limited to, copyright and trademark rights. The Client agrees not to claim any such ownership in the Software’s intellectual property at any time prior to or after the completion and delivery of the Software to the Client. However, the Client holds the right to license free usage of the Software unless otherwise stated in the Offer. The Parties acknowledge and agree that all design and layout specifically developed for the Client is also the the property of the Client. If the Software is based on an existing solution owned by the Developer, then any modification to this will still be the intellectual property of the Developer. The Client agrees not to claim any such ownership in the Software’s intellectual property at any time prior to or after the completion and delivery of the Software to the Client. However, if the Software needs any supporting structure such as servers or other, and the Client wishes to have this service carried out by some other supplier than the Developer, then the Client will be given a license free copy of the Software.
  1. CHANGE IN SPECIFICATIONS

The Client may request that reasonable changes be made to the Specifications and tasks associated with the implementation of the Specifications. If the Client requests such a change, the Developer will use its best efforts to implement the requested change at no additional expense to the Client and without delaying delivery of the Software. In the event that the proposed change will, in the sole discretion of the Developer, require a delay in the delivery of the Software or would result in additional expense to the Client, then the Client and the Developer shall confer and the Client may either withdraw the proposed change or require the Developer to deliver the Software with the proposed change and subject to the delay and/or additional expense. The Client agrees and acknowledges that the judgment as to if there will be any delay or additional expense shall be made solely by the Developer.
  1. DEVELOPER WARRANTIES

The Developer represents and warrants to the Client the following:
  1. Development and delivery of the Software under this Agreement are not in violation of any other agreement that the Developer has with another party.
  2. The Software will not violate the intellectual property rights of any other party.
  1. LIQUIDATED DAMAGES

The Client agrees to that the Developer will not be held responsible or charged any liquidated damages relating to the Software not functioning as stated in the Specifications, nor will the Developer be held responsible for any loss of income, information leakage or other negative monetary or non-monetary impacts on the Client or the Clients clients related to the Software.
  1. NO MODIFICATION UNLESS IN WRITING

No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.
  1. OTHER

The Developer reserves the right to transfer the ownership of this Agreement to another company of it's choosing. By accepting the Offer, the Client gives the Developer the right to use the Clients name and brand for marketing purposes.
  1. APPLICABLE LAW

This Software Development Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the country of Sweden, and the Parties submit to exclusive jurisdiction of the courts of Sweden IN WITNESS WHEREOF, each of the Parties has executed this Software Development Agreement, both Parties by its duly authorized officer, as of the day and year set forth in the Offer. This agreement becomes valid with the acceptance of the Offer.

Tuzame - Development agreement 3.0.0

 
  1. General and definitions
1.1               These terms and conditions applies to Tuzame’s provision of Development Services. The following definitions shall in these Terms have the meaning stipulated below: “Agreement”    The Specification with appendices, including these Terms. ”Budget”            The budget of the Project (with or without allocation to certain phases of the Project, as defined in the Specification). ”Client”    The company hiring Tuzame according to the Agreement and to whom the Services are provided. “Result”            All material, code etc. created by Tuzame under the Project. “Project”           Tuzame’s provision of its Services with the purpose of reaching the Target. ”Services”         The service or services provided by Tuzame under this Agreement. ”Specification”    The order confirmation or quote accepted by the Client stipulating the specific terms for the provision of the Services. “Target”            The overall goal with the Project (with or without Third Party Services). ”Terms”            These Terms and Condition. ”Time Plan”      The Time Plan (if) defined in the Specification. “Third Party Services”  An application or service that is provided by another party than Tuzame. ”Third Party Supplier”   The supplier of a Third Party Service. ”Tuzame”           Tuzame AB, org.no 56898-7746
  1.                  Conflict between documents
2.1               Should there be any conflicts between the documents in the Agreement then the Specification shall take precedence over appendices and appendices shall take precedence over the Terms.  
  1.                  The Services
3.1               The Services shall be provided in accordance with the Agreement. Tuzame’s provision of the Services might require a close cooperation between the parties, and in some cases also between the parties and Third Party Suppliers. Both parties shall work together, be actively involved and make decisions in matters related to planning, execution and following up the work in progress. However, if not expressly agreed between the parties, the Client shall have the overall project management responsibility for the management of the Project (including, but not limited to, to manage and plan the integration between the Services and Third Party Services).   3.2               Tuzame may engage subcontractors to provide the Services and to fulfil its obligations under the Agreement. If so, Tuzame shall ensure that any subcontractors or other representatives that Tuzame may engage acts in conformity with the provisions of this Agreement and on behalf of Tuzame, unless otherwise agreed between the parties.   3.3               Tuzame reserves the right to, from time to time, make changes to, or modify, the Specification and the way the Services is provided, provided that such changes or modifications can be performed without substantially affecting the Client nor the Time Plan or the Project.   3.4               Tuzame reserves the right to suspend the provision of the Services if Tuzame has reason to believe that the provision of the Services causes harm, or risks causing harm, to Tuzame or if the Client is in breach of the Agreement (including unpaid and due invoices). Upon such suspension, the Time Plan should be adjusted accordingly and with respect to Tuzame’s obligation towards other clients. The measures taken by Tuzame must be reasonable in relation to the circumstances at hand. The Client shall without undue delay be informed about any limitation or suspension of the provision to the Service.  
  1.                  Amendments of the Assignment
4.1               An amendment of the Project shall be made if the Specification or the Time Plan must be amended because the Target cannot be reached within the Time Plan or the scope of the Project. Each party shall, as soon as possible, inform the other party if such party has reasons to believe that the Target will not be reached according to the Time Plan or might deviate from the Specification.   4.2               In case of an amendment of the Project, the parties shall discuss how to amend the Time Plan and the Specification. Tuzame may not, without objective reasons, object the Client’s requested amendment of the Project (an objective ground for refusal shall, for example, be that the scope of the Project, or the Time Plan, cannot be increased in such manner that Tuzame is not able fulfill its obligation towards the Client or other clients). If the Client’s request reduces the scope of the agreed Services, then shall the amendment of the Project only affect such parts of the Services that has not been carried out by Tuzame and Tuzame shall be entitled to compensation according to the Specification for such planned work that Tuzame cannot replace with other work.  
  1.                  Tuzame’s obligations
5.1               Tuzame shall provide consultants that are competent and qualified, and the resources needed, to carry out the Services according to the Specification. Furthermore, Tuzame shall perform its undertakings with professionalism, reasonable care and skill. Except from what follows explicitly from the Specification, the Services shall be provided in accordance with the standard that can normally be expected by similar services.  
  1.                  The Client’s obligations
6.1               The Client shall immediately inform Tuzame about circumstances that may affect Tuzame’s possibility to carry out the Services, including informing Tuzame whether any part of the Project (including but not limited to, Third Party Services) is delayed if that might affect Tuzame’s provision of the Services or the possibility to use the Results in the intended manner.   6.2               The Client shall provide Tuzame with sufficient documentation, data and other information in order for Tuzame to be able to carry out its obligations under this Agreement (including, but not limited to, make sure that all Third Party Services that might affect the Services or the Result are provided as Tuzame reasonably may expect).   6.3               The Client shall act in conformity with Tuzame’s instructions regarding the use of the Result and be responsible for all actions carried out by the Client or Third Party Suppliers by the Client. Furthermore, the Client shall be responsible for all documentation, data and other information that are made available by the Client to Tuzame (including all documentation, data and other information provided by the Client and used during the Assignment) and that all documentation, data and other information made available, does not infringe any third party rights or is not in breach of applicable law.   6.4               The Client shall assess the Results in a timely manner after Tuzame’s request and shall always perform its undertakings with professionalism, reasonable care and skill.   6.5          The Client shall not directly or indirectly, for its own account or the account of others, solicit, recruit or in any other way engage employees and/or other consultants of Tuzame. In the event of a breach against this section, the Client shall to Tuzame pay a penalty of SEK 500 000 in each case, provided however that Tuzame may claim larger damages upon proof that the actual injury corresponds to a greater amount than such penalty.  
  1.                  Deficiencies in the Services or the Result and limitation of liability
7.1               An error or deficiency in the Services or Result is at hand when the Services or Result is not in conformity with the Specification or if there are deviations what is agreed in the Agreement. The liability of Tuzame does not cover errors or deficiencies that;
  1. a)     is of no importance in relation to the Target;
  2. b)     does not cause the Client any inconvenience;
  3. c)     is a result of any circumstance that is out of Tuzame’s control (for example a Third Party Supplier’s failure to deliver a Third Party Service that is not compatible with the Result).
7.2               Unless Tuzame’s gross neglect or willfulness causes the error or deficiency in the Services or Result, the liability of Tuzame is limited according to what is stipulated in this section 7.   7.3               Tuzame is never responsible for the Client’s indirect losses (i.e. any indirect or consequential losses, damages, costs or expenses), nor losses suffered by either the Client as a result of any third party claims, unless caused by the Tuzame’s fraud or willful default.   7.4               Errors or deficiencies in the Services or Result that Tuzame is responsible for shall be rectified by Tuzame without undue delay and as soon as possible, given the circumstances. Rectification can be made through correction or by giving instructions to the Client regarding how to circumvent the error or deficiency. The Client is not entitled to any other claims towards Tuzame in this respect.   7.5               In order to be entitled to claim that there is an error and deficiency in the Services or the Result, the Client must demand rectification from Tuzame within three (3) months from when the Client discovered, or should have discovered, the deficiency and never later than six (6) months after the Project is completed or the Agreement is terminated. The Client shall explain to Tuzame in what way the error or deficiency appears and if necessary provide evidence thereof.   7.6               Should Tuzame not rectify the error or deficiency within such time the circumstances requires, the Client may through written notice inform Tuzame about a reasonable time within which rectification must be made. If the error or deficiency is not rectified within the time notified by the Client, the Client is entitled to a reasonable price reduction corresponding to the error or deficiency.   7.7               The Client may only claim price reduction or damages if Tuzame has been given the opportunity to rectify the defect or error in accordance with the above, and if, after Tuzame failed to rectify the defect or error in accordance with the above, written notice has been given to Tuzame within three (3) months from when Tuzame’s failure to rectify the defect or error has been established, and never later than six (6) months after the Project completed or the Agreement terminated.   7.8               Tuzame’s liability under the Agreement is always limited to the total compensation for the Services that is paid to Tuzame. None of the parties are responsible for the other party’s indirect loss, non-profit, loss of information or liability towards third parties except for what is stated in section 15.  
  1.                  Early Termination
8.1               The Client may terminate the Agreement by giving written notice thereof. Upon the Client’s early termination, Tuzame shall be entitled to compensation according to the Specification for all Services that have been performed before the termination and for such planned work that Tuzame cannot replace with other work.   8.2               Upon early termination according to the above, the Client will be entitled to use the delivered Result according to what is mentioned in section 14 below.  
  1.                  Third Party Services
9.1               Tuzame is not responsible for deficiencies in, and does not warrant the functionality of, Third Party Services. Errors and deficiencies in Third Party Services shall be reported directly to the Third Party Supplier. Tuzame does not undertake any responsibility for any infringements of any third party rights by Third Party Services.  
  1.               Terms of payment
10.1             Tuzame is entitled to compensation in accordance with the agreed scope in the Specification. Unless otherwise stated in the Specification, the Client shall pay the compensation on a running account per hour according to the hourly fee stated in the Specification. Upon an amendment of the Services according to section 4, the hourly fee in the Specification shall apply unless otherwise agreed between the parties.   10.2             Tuzame is, in addition to the above, entitled to compensation for its costs for the Services if such costs are pre-approved by the Client.   10.3             The prices in the Specification are provided excluding VAT. Payment shall be made in accordance with the Specification.   10.4             Should payment not be made according to what is stipulated above and if Tuzame has made a written request for payment then Tuzame is entitled to suspend the provision to the Services.   10.5             If additional costs are incurred due to circumstances that the Client is responsible for, the Client shall reimburse Tuzame for such costs or extra work according to Tuzame’s for the time valid price list.  
  1.               Term and termination
11.1             The Agreement enters into force upon the Client’s acceptance of Tuzame’s quote or confirmation of Tuzame’s order confirmation.   11.2             The Client is entitled to terminate the Agreement in accordance with section 8. Each party may terminate the Agreement with immediate effect if:
  1. a)     the other party materially breaches its obligations under the terms of this Agreement and such breach is not remedied within thirty (30) days from the time the aggrieved party gave notice of such breach; or
  2. b)     the other party is placed in bankruptcy, is subject to liquidation or a financial reconstruction, or can otherwise be assumed to have become insolvent.
11.3             The terminating party shall give notice of termination of the Agreement in writing for it to be valid, with effect on the date as stated in the notice.   11.4             Upon the termination of the Assignment, or upon early termination, Tuzame shall, at the latest when Tuzame receives the final payment for the Services, hand over all materials and information provided by the Client.  
  1.               Force majeure
12.1             The parties are relieved from liability to perform an obligation under this contract, if such failure is due to a circumstance of inter alia acts or omissions of authorities, new or amended legislation, leaving of personnel, illness or reduction of work capacity, death, conflicts on the labour market, blockade, fire, flood, loss or destruction of property or data of major significance or a major accident, if the circumstance prevents or makes the timely performance of such obligation substantially more difficult. If any such circumstance is at hand a party shall also be relieved from the obligation to pay damages or other penalties under this Agreement.   12.2             The party desiring to invoke an event of force majeure shall immediately provide the other party with a written notice. The parties shall after consultancy with each other together decide what measures that should be taken as a consequence of the force majeure event. If the performance of the Agreement is severely hindered for a longer period than three (3) months due to a force majeure event a party shall always be entitled to, in written form, terminate this Agreement with immediate effect. Upon termination due to a force majeure event each party shall bear its own costs incurred by the termination.  
  1.               Intellectual property
13.1             Tuzame will be the sole owner of all intellectual property rights related to the Result. The Client will, provided that the Client has paid all Tuzame’s invoices in accordance with the Agreement, be granted a worldwide, not revocable and non-exclusive license to use, including the right to modify the same, all the Result.   13.2             The Client (or, if applicable, the Client’s supplier) will remain the sole owner of all material and information provided by the Client. Notwithstanding what is stated in section 13.1, the Client will be the sole owner of all design material and all design elements that are created by Tuzame (or, if applicable, Tuzame’s suppliers) as a part of the Services (and therefore created for the Client’s sole use).  
  1.               Infringements of third party rights
14.1             Tuzame shall be responsible if the Result is infringing in any third party rights. Tuzame undertakes to, at Tuzame’s own expense, defend and hold the Client harmless if any claims are made against the Client because of its use of the Result in Sweden and other agreed countries, provided that the infringement is related to Result based on information and material provided by Tuzame.   14.2             Tuzame undertakes to compensate the Client for the compensation and damages which the Client, through settlement or judgment, is obliged to pay for infringements of an intellectual property right according to the above.   14.3             The above undertakings shall only apply if the Client, in the event that an infringement is claimed by a third party, without any delay informs Tuzame about the claim and if Tuzame is given the right to solely decide upon the defense against such claim (including any negotiations regarding settlements).   14.4             For the avoidance of doubt, Tuzame is not responsible for any third party claims related to any information or material provided by the Client or any modifications made by the Client.  
  1.               Confidentiality
15.1             The parties undertake not to reveal any confidential information that the party obtains from the other party under this Agreement or during negotiations prior to this Agreement. The aforementioned obligations shall survive the termination of the Agreement.   15.2             Confidential information refers in this Agreement to any item of information regardless of whether or not such information has been documented, with exception for information which
  1. a)       is generally known or which becomes a matter of general knowledge in a manner other than through the party’s breach of the provisions of this Agreement,
  2. b)       the receiving party can prove that it had possessed before it received it from the other party,
  3. c)       is received from a third party without being covered by an undertaking of confidentiality in relation to that party.
15.3             The parties undertake to ensure that employees, members of the board and hired consultants do not reveal confidential information. The disclosing party shall ensure that the recipient is obliged to treat the information with similar confidentiality as required under this Agreement.  
  1.               Notices
16.1             Any notice, request, consent and other communication to be given by a party under this Agreement (hereinafter called a “Notice”) shall be in the Swedish or English language. The notice is deemed to be valid and effective if personally served on the other party or sent by registered prepaid mail or by e-mail to the addresses stated in the Specification.   16.2             A Notice shall be deemed to have been given:
  1. a)       in the case of personal service: at the time of service;
  2. b)       in the case of prepaid registered mail: at the latest five (5) days after the date of mailing; and
  3. c)       in the case of e-mail: on the date the email arrived at the recipients address, under the condition that the e-mailing party sent the notice by regular mail on the same date; or a receipt-acknowledged e-mail is received by the e-mailing party.
 
  1.               Assignment of rights
17.1             The parties may not wholly or partly assign or pledge their rights and obligations under this Agreement to any third party except with the prior written consent of the other party.   17.2             Tuzame will however have the right to transfer the right to receive payment under the terms of this Agreement to a third party. Additionally, Tuzame shall have the right to, without the Client’s consent, transfer all of its rights and obligation under the Agreement to wholly or partly owned company.  
  1.               Governing law and dispute resolution
18.1             This Agreement shall be construed in accordance with, and governed by, the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).   18.2             The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden and the language to be used in the arbitral proceedings shall be Swedish. ______________