Business Services ZNTAC

Business Services ZNTAC - General Business Agreement

This Business Services Agreement ("Agreement") is made and entered into as of (the "Effective Date"), by and between with principal place of business at ("Service Provider"), and with principal place of business at ("Client"). Service Provider and Client are each referred to herein as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS, Service Provider has expertise in providing business services including but not limited to technology consulting, systems integration, and operational advisory; and

WHEREAS, Client desires to retain Service Provider to perform certain services on the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such services; and

WHEREAS, the Parties intend to set forth their respective rights and obligations with respect to such services in this Agreement.

SCOPE OF WORK

Services shall include the tasks set forth in the Description of Services and such additional tasks as may be mutually agreed in writing by the Parties. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Unless otherwise stated in the Payment Schedule, invoices are due within days of invoice date. Payments shall be made in U.S. dollars unless otherwise agreed in writing.

Any amount not paid when due shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if less). In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect past due amounts.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for any reason upon providing the other Party with days' prior written notice.

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") 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 does not include information that: (a) is or becomes publicly available through no fault of Receiving Party; (b) was known to Receiving Party prior to disclosure; (c) is rightfully received from a third party without obligation of confidentiality; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

Receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) limit disclosure of Confidential Information to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Receiving Party may disclose Confidential Information as required by law, provided that Receiving Party, where permitted, gives prior written notice to Disclosing Party and cooperates in any lawful efforts to limit disclosure.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to Service Provider's pre-existing intellectual property and tools. Subject to Client's timely payment of all fees, Service Provider grants to Client a non-exclusive, non-transferable license to use deliverables as specified in the Scope of Work for Client's internal business purposes. Any third-party materials incorporated into deliverables are subject to the applicable third-party license terms.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or intellectual property infringement, each Party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work executed under this Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest in connection with a merger or sale of substantially all assets.

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