Business Services Zeew

Business Services Zeew — Business Services Agreement

This Business Services Agreement ("Agreement") is made and entered into as of Effective Date: , by and between:

Service Provider:

Client:

Recitals

WHEREAS, Service Provider is engaged in providing business services including consulting, operations support, and technical implementation for small and medium enterprises; and

WHEREAS, Client desires to retain 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.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described above in a professional manner consistent with industry standards. Any changes to the scope shall be made only by written change order signed by authorized representatives of both parties and costed in accordance with the change order.

Payment Terms

Total Fees: $ . Fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Amounts not paid when due shall accrue interest equal to on the outstanding balance or the maximum permitted by applicable law, whichever is less.

Term and Termination

Term: This Agreement commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments reasonably made prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party that is designated as confidential or that, by its nature, ought to be treated as confidential. Confidential Information does not include information that (i) was rightfully in the receiving party's possession prior to disclosure; (ii) is or becomes publicly available through no fault of the receiving party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party agrees to hold Confidential Information in confidence and to use it only for the performance of this Agreement. The receiving party shall protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations under this section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for claims arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

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; Amendment

This Agreement, including all exhibits and incorporated statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

General Provisions

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a sale of substantially all of its assets or a merger.

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