Business Services Zucco

General Business Agreement — Business Services Zucco

Parties and Recitals

This Agreement is made and entered into as of Effective Date: between Service Provider: Business Services Zucco and Client Name: .

WHEREAS, Business Services Zucco is engaged in the business of providing professional business services, including consulting, project management, and administrative support, and possesses the personnel and expertise necessary to provide the services described herein;

WHEREAS, Client desires to retain Business Services Zucco to perform certain services for Client on the terms and conditions set forth in this Agreement, and Business Services Zucco is willing to perform such services for the compensation and subject to the terms contained in this Agreement;

WHEREAS, the parties desire to set forth their entire agreement and understanding with respect to such services in writing.

Scope of Work

Payment Terms

Client agrees to pay Provider the Total Fee set forth below for the performance of the Scope of Work. Provider shall submit invoices in accordance with the schedule established in this Agreement and Client shall pay undisputed amounts within the Payment Period specified below.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Cure Period: days after receipt of written notice. Either party may terminate this Agreement without cause upon Notice Period: days' prior written notice to the other party.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, pricing, customer lists, and technical data.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) 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. The obligations set forth in this Section shall not apply to information that: (i) is or becomes generally available to the public through no wrongful act of the receiving party; (ii) was known to the receiving party prior to disclosure as evidenced by written records; (iii) is rightfully obtained by the receiving party without restriction from a third party; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that it will perform the services in a professional and workmanlike manner in accordance with generally accepted industry standards.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims, losses or damages arising out of its breach of this Agreement or its negligent or willful acts. Except for liability arising from a party's breach of confidentiality or indemnification obligations or for damages resulting from gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, special or punitive damages, and each party's aggregate liability shall be limited to the amounts actually paid under this Agreement in the twelve (12) months 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 its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any exhibits or statements of work referenced herein, 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 to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may specify in writing.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach. The parties acknowledge that they have had the opportunity to review this Agreement with legal counsel.

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