Miscellaneous Zombie MAC

MISCELLANEOUS ZOMBIE MAC AGREEMENT

This Miscellaneous Zombie MAC Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: and Client: .

RECITALS

WHEREAS, Service Provider has developed, maintains, and provides specialized software, routines, documentation and technical methodologies collectively referred to in this Agreement as "Zombie MAC" and related services; and

WHEREAS, Client desires to engage Service Provider to perform certain work related to configuration, support, modification, or deployment of Zombie MAC components and Provider is willing to perform such work under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the entire agreement of the parties with respect to the subject matter hereof.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner, in accordance with the schedule and specifications provided by Client and accepted by Provider.

PAYMENT TERMS

Invoices shall be issued in accordance with the Payment Schedule. Client must pay each undisputed invoice within days of receipt. Overdue amounts shall bear interest at or the maximum rate permitted by law, whichever is lower. In addition, a late fee of USD may be assessed for each thirty (30) day period of delinquency.

TERM AND TERMINATION

The term of this Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to termination. Either party may terminate for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party in connection with this Agreement, including but not limited to technical data, trade secrets, know-how, business plans, customer lists, software and documentation related to Zombie MAC. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) not disclose Confidential Information to any third party except as expressly permitted 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.

Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to disclosure without breach of an obligation of confidentiality; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected to the extent allowed by law.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise expressly agreed in writing, Service Provider retains all right, title, and interest in and to Zombie MAC and any enhancements, modifications, derivative works, or improvements thereto. Provider grants Client a non-exclusive, non-transferable, revocable license to use deliverables solely for Client's internal business purposes as set forth in the Scope of Work. Client shall not reverse engineer, decompile, disassemble, or create derivative works from Zombie MAC.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold the other harmless from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

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 agree to attempt in good faith to resolve disputes promptly by negotiation between executives. If the dispute cannot be resolved within sixty (60) days, the parties may pursue any available remedies in the courts located in the county of the governing state.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remainder of the Agreement shall remain in full force and effect.

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