Business Services Zelm

Business Services Zelm

This Business Services Agreement ("Agreement") is entered into as of between Service Provider: (hereinafter "Provider") with a principal place of business at , and Client Name: with a principal place of business at .

RECITALS

WHEREAS, Provider is engaged in the business of providing professional business services, including consulting, implementation, and ongoing support, and represents that it has the skill, personnel and resources necessary to perform the services described herein; and

WHEREAS, Client desires to engage Provider to perform certain services relating to Client's business operations and Provider is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to such services in a written agreement.

SCOPE OF WORK

Provider shall perform the services described below (the "Services"). Provider shall use commercially reasonable efforts, qualified personnel, and industry-standard practices in performing the Services. Specific deliverables, milestones, and acceptance criteria are set forth in the scope description below.

PAYMENT TERMS

As consideration for Provider's performance of the Services, Client shall pay Provider the fees set forth below in accordance with the payment schedule. All fees are exclusive of taxes which the Client shall pay in addition where applicable.

Late payment shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law; additionally Client shall pay any reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on the date set forth below and, unless earlier terminated in accordance with this Agreement, shall continue until the completion of the Services or until .

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

Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination. Provider shall deliver all work in progress and, to the extent requested by Client, reasonable assistance to effect an orderly transition.

CONFIDENTIALITY

Each party acknowledges that in the course of performing this Agreement it may receive confidential or proprietary information (collectively, "Confidential Information") of the other party. Confidential Information shall include non-public business information, plans, financial data, trade secrets, know-how, and any information designated in writing as confidential. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the receiving party, (ii) was rightfully in the receiving party's possession prior to disclosure, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective relief.

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, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF THE CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

The relationship of the parties is that of independent contractors. Neither party shall be deemed an agent or employee of the other. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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