Business Services Zipline

BUSINESS SERVICES ZIPLINE AGREEMENT

This Business Services Zipline Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name: seeks to engage Service Provider to provide specialized business services described herein; and

WHEREAS, Service Provider Name: represents that it has the qualifications, experience and ability to perform the services set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Deliverables, performance milestones, acceptance criteria, and any third-party dependencies shall be set forth in the Scope of Work above or in an attachment incorporated by reference. Any material change to the Scope of Work requires the prior written approval of both parties.

PAYMENT TERMS

Select schedule: One-time Milestone-based Monthly retainer Hourly

Invoices shall be submitted to Client and are payable within days of receipt unless otherwise agreed in writing. Acceptable payment methods: check, wire transfer, or other method agreed in writing.

Past-due amounts shall incur a late fee of % per month (or the maximum permitted by law), after a grace period of days from invoice date. Client shall also reimburse Service Provider for reasonable collection costs and attorney's fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

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 days following written notice of such breach, or immediately for insolvency, bankruptcy, or unauthorized transfer of confidential information.

Upon termination, Client shall pay for all Services performed and expenses incurred up to the effective date of termination. Service Provider shall deliver all deliverables completed as of termination and shall provide reasonable cooperation to transition services to a successor.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party relating to business plans, customer lists, pricing, technology, trade secrets, and other proprietary information. Each party agrees to hold the other's Confidential Information in strict confidence, to use it solely for performance under this Agreement, and not to disclose it to any third party except as expressly permitted in this Agreement.

Confidential Information does not include information that: (a) was already known to the receiving party without obligation of confidentiality; (b) becomes publicly known through no wrongful act of the receiving party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the other party's Confidential Information.

The obligations in this section shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all intellectual property conceived, developed or reduced to practice by Service Provider in connection with the Services (excluding pre-existing materials of Service Provider) shall be assigned to Client upon payment in full. Service Provider may retain copies of pre-existing tools, templates and methodologies and hereby grants Client a non-exclusive, non-transferable license to such pre-existing materials embedded in deliverables solely to the extent necessary to use the deliverables.

INDEPENDENT CONTRACTOR

It is agreed that Service Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Service Provider shall be solely responsible for all employment taxes, workers' compensation, and other statutory obligations for its personnel.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Each party's aggregate liability for claims arising out of this Agreement shall not exceed the total compensation 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 conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any expressly incorporated attachments or statements of work, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered to the addresses set forth above (or such other addresses as either party may designate in writing) and shall be effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree that monetary damages would be inadequate remedy for a breach of the confidentiality provisions and that equitable relief, including injunctive relief, shall be available in addition to any other remedies.

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