Business Services Zeuz Gruppen

Business Services Zeuz Gruppen

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein, and Service Provider represents that it has the experience, personnel and capacity to perform those services in accordance with the terms of this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the scope, schedule, payment terms and other contractual obligations governing the provision of services by Service Provider to Client; and

WHEREAS, the parties desire to reduce their agreements to writing as of the effective date set forth below.

Effective Date:

Scope of Work

Service Provider shall perform the business services described below (the "Services") in a professional and workmanlike manner in accordance with industry standards and the schedule agreed by the parties.

Payment Terms

Client shall pay Service Provider for performance of the Services in accordance with the following terms:

Invoices shall be due and payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the rate of % per month (or the maximum rate permitted by law, if lower) calculated monthly on unpaid balances. Service Provider may suspend performance if payments are more than days overdue after written notice and an opportunity to cure.

Term and Termination

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

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate for material breach that is not cured within days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Payment, Governing Law and Indemnification shall survive termination.

Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect 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, and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed without reference to the disclosing party's Confidential Information.

The parties acknowledge that a material breach of this Confidentiality provision would cause irreparable harm for which monetary damages may be an inadequate remedy and that the disclosing party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Representations; Insurance; Subcontracting

Each party represents that it has the full right, power and authority to enter into this Agreement. Service Provider shall maintain commercially reasonable insurance coverage appropriate to its obligations and shall be responsible for its subcontractors' performance. Service Provider shall not subcontract material portions of the Services without prior written consent of Client, which shall not be unreasonably withheld.

Limitation of Liability

Except for liability arising from breach of Confidentiality, willful misconduct or gross negligence, a party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree to attempt good faith negotiation of any dispute, and if unresolved, to submit to the exclusive jurisdiction of the state and federal courts located in the chosen state.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. 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 or email contacts provided below (or such other address as a party designates by notice) and shall be deemed given upon delivery if delivered personally, on the next business day if sent by overnight courier, or three business days after deposit in the mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or as part of a sale of substantially all of its assets.

Corporation    LLC    Sole Proprietor    Other

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