Business Services ZMP Contract

Business Services ZMP Contract

This Business Services ZMP Contract (the "Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client seeks to engage Provider to perform business services related to the ZMP engagement described herein, and Provider has represented that it possesses the experience and capacity to perform such services on the terms set forth in this Agreement.

WHEREAS, the parties desire to set forth in writing the scope, payment terms and other material provisions governing their relationship with respect to the services to be provided by Provider.

Scope of Work

Provider shall perform the services and deliver the deliverables described below. All work shall be performed in a professional manner in accordance with industry standards.

Payment Terms

In consideration for the performance of services by Provider, Client shall pay Provider the fees and follow the payment schedule set forth below. All sums are payable in U.S. dollars unless otherwise agreed in writing.

Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise stated on the invoice, Client must pay each undisputed invoice within days of receipt. Any disputed amounts must be notified in writing within the payment period and the parties shall cooperate to resolve such dispute in good faith.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party which remains uncured for a period of thirty (30) days after written notice of such breach.

Confidentiality

"Confidential Information" means non-public information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was in the receiving party's possession prior to receipt from the disclosing party without restriction, or (iii) is rightfully received from a third party without restriction.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information for any purpose other than performing obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound to protect such information at least as protectively as required herein. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

The parties acknowledge and agree to the Confidentiality obligations set forth above.

Intellectual Property

All work product and deliverables specifically created by Provider for Client under this Agreement (the "Deliverables") shall be deemed "work made for hire" to the extent permitted by law. To the extent any Deliverable is not a work made for hire, Provider hereby assigns to Client all right, title and interest in and to such Deliverables upon full payment. Provider retains ownership of its pre-existing tools, methodologies and know-how; Provider grants Client a non-exclusive, perpetual, worldwide license to use any Provider background intellectual property only to the extent incorporated in the Deliverables.

Representations, Warranties & Limitations

Each party represents that it has the full power and authority to enter into this Agreement. Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards for a period of ninety (90) days after delivery of the applicable Deliverable. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's gross negligence, willful misconduct or material breach of its representations, warranties or obligations under this Agreement.

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

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment to this Agreement 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 remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

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