Business Services ZYMO

BUSINESS SERVICES ZYMO

This Business Services Agreement ("Agreement") is made effective as of by and between Provider Name: ("Provider") and Client Name: ("Client").

WHEREAS

WHEREAS, Provider represents that it has experience and capability to perform professional business services including consulting, process optimization, and technical integration as described in the Scope of Work; and

WHEREAS, Client desires to engage Provider to perform such services and Provider is willing to provide such services on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Provider shall perform the services, tasks, and deliverables described below. Provider shall perform the Scope of Work in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the services provided, Client shall pay Provider the fees and expenses set forth below. All fees are payable in U.S. dollars and are exclusive of taxes unless otherwise stated.

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the rate of per month (or the maximum rate permitted by law), and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting 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 to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days of receiving written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") whether disclosed orally, visually or in writing that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall (a) use Confidential Information solely for the purposes of performing this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (i) is or becomes publicly available through no fault of Receiving Party, (ii) was known to Receiving Party at the time of disclosure as evidenced by written records, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information to the extent required by applicable law or valid court order, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates in any effort to obtain a protective order.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables created pursuant to this Agreement for Client's internal business purposes. Provider retains ownership of Provider's pre-existing intellectual property and tools. Any third-party materials used in deliverables shall be subject to their applicable licenses and Provider will obtain necessary rights for Client's reasonable use.

INDEPENDENT CONTRACTOR

Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties. Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of an independent contractor.

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, including any exhibits or statements of work executed pursuant to it, 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.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

ADDITIONAL PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Waiver: No waiver of any breach shall be effective unless in writing and signed by the waiving party. Remedies: The parties acknowledge that monetary damages may be insufficient to remedy a breach of confidentiality or intellectual property provisions and agree that injunctive relief may be available in addition to other remedies.

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