Business Services Zapier

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES ZAPIER

This Business Services Agreement (the Agreement) is made effective as of , by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider specializes in automation, workflow design, and integration services using automation platforms and related tooling (collectively, Services); and

WHEREAS, Client desires to engage Service Provider to design, implement and support automated workflows and integrations (Zapier-based or equivalent) as described in this Agreement, and Service Provider is willing to provide such Services on the terms and conditions set forth herein.

SCOPE OF WORK

Service Provider will perform the Services described below. The Services shall include configuration of automation workflows, connector set-up, testing, documentation, and limited training for Client personnel as specified in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth in this section in consideration for the Services rendered.

Fixed fee payable as follows:

Hourly at $ per hour, invoiced weekly/monthly:

Invoices are due within days of receipt. Payments not received within the stated period shall accrue a late fee of % per month, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement will commence on and, unless earlier terminated in accordance with this Agreement, will continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for 15 days after written notice specifying the breach. Upon termination, Client shall pay Service Provider for Services performed and non-cancellable obligations incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Receiving Party) will hold in confidence and will not disclose to any third party any non-public, proprietary or confidential information of the other party (Disclosing Party) disclosed in connection with this Agreement. Confidential information excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information. Receiving Party may disclose Confidential Information to its employees, subcontractors and advisors with a need to know, provided such persons are bound by confidentiality obligations no less protective than those in this Agreement. Upon termination or request, Receiving Party shall return or destroy Confidential Information of Disclosing Party.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing tools, templates, code, connectors, and know-how (Provider Materials). Client will own final deliverables expressly created for Client under this Agreement upon full payment; Service Provider grants Client a perpetual, non-exclusive, worldwide license to use Provider Materials embedded in those deliverables solely as necessary to use the deliverables. Client grants Service Provider a non-exclusive license to access Client systems and data solely to perform the Services. Both parties shall comply with applicable third-party license terms for any third-party components used in deliverables.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider represents that it will perform Services in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE CLAIM.

DATA SECURITY

Service Provider shall implement reasonable administrative, physical and technical safeguards appropriate to the Services to protect Client data against unauthorized access, use or disclosure. Service Provider will notify Client promptly upon becoming aware of any security incident affecting Client data and will cooperate with Client to reasonably mitigate the incident.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes arising out of this Agreement through negotiation and, if unresolved, through mediation prior to commencing litigation.

NOTICES

MISCELLANEOUS

This Agreement, together with any SOWs executed under it, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

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