Business Zendesk Document

BUSINESS ZENDESK SERVICE AGREEMENT

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

WHEREAS

WHEREAS, Client is engaged in the operation of its business and desires to obtain customer support, ticketing, and related service management functionality (the "Services"); and

WHEREAS, Service Provider is willing and able to provide implementation, configuration, hosting, integration, support and maintenance of Zendesk-related software and services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other material terms governing their relationship.

SCOPE OF WORK

Services shall include implementation, configuration, data migration, integration with Client systems, training for Client personnel, and ongoing technical support as further described in the Scope of Work above. Any services outside this Scope of Work will require a written change order signed by both parties, including changes to deliverables, schedule or price.

PAYMENT TERMS

Service Provider shall submit invoices in accordance with the Payment Schedule. Payment is due within days of invoice receipt. Accepted payment method:

Unpaid amounts shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by law. In addition, Client shall be responsible for collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated as provided herein, shall continue until End Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Recipient") acknowledges that during performance it may receive Confidential Information of the other party (the "Discloser"). "Confidential Information" means non-public business, technical or financial information disclosed in any form. Recipient shall (a) use Confidential Information solely to perform its obligations hereunder; (b) restrict disclosure to its employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) was in the public domain at the time of disclosure; (ii) becomes publicly known other than by breach of this Agreement; (iii) was rightfully in Recipient's possession prior to disclosure; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. The confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY

As between the parties, Service Provider retains all right, title and interest in and to pre-existing materials, software, tools, templates and intellectual property used or developed by Service Provider in connection with the Services. Client shall retain all right, title and interest in Client data. To the extent Service Provider delivers custom-created deliverables, the parties agree that ownership and license rights shall be allocated as set forth in the Scope of Work or in a written addendum.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING 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 conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

NOTICES

ENTIRE AGREEMENT

This Agreement, including the Scope of Work, exhibits and any written change orders signed by the parties, 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 written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder. The provisions that by their nature survive termination or expiration of this Agreement shall survive.

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