Business Zen Level Agreement

BUSINESS ZEN LEVEL AGREEMENT

Parties

Recitals

WHEREAS, Client desires to engage Provider to deliver business process consulting, operational alignment, and cultural integration services intended to establish and maintain a sustainable "Zen Level" of business operations as further described herein; and

WHEREAS, Provider represents that it possesses the expertise, personnel, and resources necessary to perform such services and agrees to provide these services to Client under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend this Agreement to define the scope, payment, confidentiality, term, and other material provisions governing the relationship.

Scope of Work

Provider shall perform the services described below (the "Services"). Provider shall use commercially reasonable efforts, consistent with industry standards, to perform the Services in a professional manner.

Payment Terms

As consideration for the Services, Client shall pay Provider the fees and expenses set forth below in accordance with the payment schedule.

Invoices will be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, payments are due within calendar days from the invoice date.

Late payments shall accrue interest at the lesser of (a) % per month compounded monthly, or (b) the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, for overdue amounts.

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach by the other if such breach is not cured within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination, and Provider shall deliver to Client any work product reasonably necessary for Client to continue operations.

Confidentiality

Each party (the "Receiving Party") acknowledges that during performance of this Agreement it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including trade secrets, business plans, financial data, client lists, and personnel information.

The Receiving Party shall (a) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; (b) use the Confidential Information solely to perform obligations under this Agreement; and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not include information that (i) is or becomes publicly available through no wrongful act of the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure; or (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or upon request, the Receiving Party shall return or destroy Confidential Information and certify in writing the action taken.

Intellectual Property and Work Product

Unless otherwise agreed in a signed writing, all deliverables and work product created specifically for Client under this Agreement shall be considered works made for hire and assigned to Client upon full payment. Provider retains the right to use general methodologies, ideas, and know-how developed prior to or during the engagement, provided no Confidential Information of Client is disclosed.

Representations, Warranties and Disclaimers

Each party represents that it has the full power and authority to enter into this Agreement. Provider warrants that its Services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider in the six (6) months preceding the claim.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If unresolved, disputes shall be resolved by binding arbitration in accordance with the arbitrator selection and procedures agreed in writing by the parties; if no such agreement, litigation may be pursued in a court of competent jurisdiction in the governing state.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. Notices are effective upon receipt.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments identified herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless made in writing and signed by both parties.

Severability; Assignment

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Execution

This Agreement may be executed in counterparts and delivered by electronic transmission; such counterparts together shall constitute one and the same instrument. Signatures of the parties transmitted by electronic means constitute originals for all purposes.

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