Business Document Zoolatech

Business Document Zoolatech

This General Business Agreement (the Agreement) is made and entered into as of Month   Day   Year .

Parties

WHEREAS

WHEREAS, Provider represents that it maintains expertise, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Provider to perform such services under the terms and conditions set forth herein, and Provider is willing to perform such services for Client;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

Scope of Work

Provider shall perform the work, deliverables and services described below. Provider will exercise commercially reasonable skill, care and diligence in performing the work in accordance with industry standards.

Payment Terms

Client shall pay Provider the Fees described below in consideration for the performance of services. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Payments not received within thirty (30) days of invoice date shall bear interest at the rate specified above and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Section.

Start Date:   Month   Day   Year .

End Date:   Month   Day   Year .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for services performed through the effective date of termination.

Confidentiality

Each party (Recipient) shall hold in confidence and shall not disclose or use, except for the performance of this Agreement, Confidential Information of the other party (Discloser). Confidential Information includes nonpublic business, technical or financial information, trade secrets, customer lists, pricing and marketing plans.

The obligations of confidentiality do not apply to information which (a) is or becomes generally available to the public other than by breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed by Recipient without use of Discloser's Confidential Information. Upon termination, Recipient shall return or certify destruction of Discloser's Confidential Information as requested in writing.

Intellectual Property

Unless otherwise agreed in writing, Provider retains ownership of its preexisting intellectual property and tools. All deliverables specifically created for Client under this Agreement shall be deemed "Work Product." Upon full payment, Provider assigns to Client all right, title and interest in the Work Product, except for Provider's underlying tools, methodologies, software and know-how which remain Provider's exclusive property.

Representations; Compliance

Each party represents that it has the full right, power and authority to enter into this Agreement. Provider will perform services in compliance with applicable laws and regulations. Client will provide reasonable access to information and personnel required for Provider to perform the services.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles.

Limitation of Liability

Except for liability arising from a party's gross negligence or willful misconduct, and except for breaches of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, punitive or special damages. Each party's aggregate liability under this Agreement shall not exceed the fees paid to Provider under this Agreement during the twelve (12) month period preceding the claim.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, proposals and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice to the other party.

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