Business Services Signed ZipLingo

BUSINESS SERVICES AGREEMENT — ZIPLINGO

This Business Services Agreement (Agreement) is entered into between:

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing language technology, translation, localization and related business services, including software-enabled communication solutions, and has agreed to provide certain services to Client under the terms set forth in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein.

Scope of Work

Service Provider shall perform the services described below. The parties agree that any material changes to the scope will require a written amendment signed by both parties.

Payment Terms

Compensation for the services rendered under this Agreement shall be as follows:

Invoices shall be due and payable within days of receipt. Overdue amounts shall accrue interest at a rate of per month (or the maximum permitted by law), calculated daily and compounded monthly until paid in full.

Term and Termination

The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice of such breach.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) maintain the confidentiality of Confidential Information using at least the same degree of care that it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the performance or receipt of services under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by obligations of confidentiality at least as restrictive as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or court order, provided the receiving party gives reasonable prior notice to the disclosing party and cooperates in any effort to limit disclosure.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to deliverables that are specially commissioned and paid for under this Agreement, excluding preexisting materials, tools, methodologies, software, algorithms and other intellectual property of Service Provider ("Provider IP"), which remain the sole property of Service Provider. To the extent that Provider IP is incorporated in any deliverable, Service Provider grants Client a non-exclusive, non-transferable, worldwide license to use such Provider IP solely as incorporated in the deliverable for Client's internal business purposes.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from any third-party claims arising out of its gross negligence, willful misconduct or material breach of the Agreement. EXCEPT FOR A BREACH OF CONFIDENTIALITY OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices required under this Agreement shall be deemed given when delivered in writing to the addresses set forth above or to such other address as a party may designate in writing. The failure of either party to enforce any right shall not be construed as a waiver of that right. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Sign Now