Business Services Zscaler

BUSINESS SERVICES AGREEMENT — ZSCALER

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

WHEREAS

WHEREAS, Service Provider is engaged in providing cloud security and related business services and has expertise and personnel to deliver such services; and

WHEREAS, Client desires to retain Service Provider to perform the services described herein and Service Provider agrees to provide the services under the terms and conditions set forth in this Agreement.

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

1. Scope of Work

Service Provider shall provide the services, deliverables and professional resources described below and in any Statement of Work (SOW) incorporated into this Agreement. The scope will include cloud security configuration, monitoring, policy implementation, and periodic reporting as set forth by the parties.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of services. Unless otherwise stated in an executed SOW, fees will be invoiced in accordance with the payment schedule.

Late payments shall accrue interest at a rate of on the unpaid balance, or the maximum rate allowed by applicable law, whichever is lower. Client is responsible for all reasonable, pre-approved expenses incurred by Service Provider in connection with the services, which shall be reimbursed in accordance with invoiced receipts.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breach is not cured within days after written notice specifying the breach. Termination will not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes trade secrets, business plans, security configurations, and customer data, but excludes information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to receipt; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to those employees or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) 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. Confidential obligations shall survive termination of this Agreement for a period of except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of its representations, provided the indemnified party provides prompt written notice and reasonable cooperation. Except for a party's indemnification obligations, willful misconduct, or breach of confidentiality, and to the extent permitted by applicable law, neither party's aggregate liability for damages arising out of or related to this Agreement shall exceed the total fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

6. Notices

All notices under this Agreement shall be in writing and sent to the addresses set forth below or such other address as either party designates by notice. Notices are effective upon receipt.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

8. Entire Agreement; Amendments

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

9. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets. If any provision is held unenforceable, the remainder will continue in full force. Headings are for convenience only and do not affect interpretation.

Acknowledgement

By signing below, the undersigned represent and warrant that they are authorized to enter into this Agreement on behalf of the party for which they sign and that they accept the terms set forth herein.

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