Miscellaneous ZPO Version

MISCELLANEOUS ZPO VERSION

This General Business Agreement (the "Agreement") is made and entered into by and between the parties identified below as of the Effective Date.

Client Name:     Contractor Name:

Effective Date:

WHEREAS

WHEREAS, Client Name: desires to obtain certain professional services described herein;

WHEREAS, Contractor Name: represents that it has the expertise, personnel and capacity to perform such services on the terms set forth in this Agreement;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be provided;

SCOPE OF WORK

The Contractor shall perform the services in a professional and workmanlike manner, consistent with industry standards, and shall assign appropriately qualified personnel to perform the services. Any material change to the Scope of Work shall be documented in a written amendment signed by both parties.

PAYMENT TERMS

Invoices will be issued by Contractor upon completion of agreed milestones and are payable within days of invoice date. All payments shall be made in United States dollars unless otherwise agreed in writing.

Late Payment: Unpaid amounts shall incur interest at the greater of () percent per month or a late fee of USD per invoice, calculated from the date due until paid in full. The parties acknowledge these are reasonable liquidated damages and not a penalty.

TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period set forth above. Either party may terminate for convenience upon providing the other party the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services performed.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (a) already known to the Receiving Party without restriction, (b) generally known to the public through no act or omission of the Receiving Party, (c) obtained by the Receiving Party from a third party with lawful right to disclose, or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the performance of its obligations under this Agreement and shall not disclose such information to any third party except to those employees, agents or subcontractors with a need to know and subject to confidentiality obligations at least as protective as those contained herein. The obligations of confidentiality shall survive termination of this Agreement for a period of unless a longer period is required by law.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or in the courts of the state specified above in accordance with the parties' election set forth below.

  Elect Arbitration       Elect Litigation (State Court)

MISCELLANEOUS

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement shall create an employer-employee, partnership, joint venture or agency relationship. Contractor is solely responsible for all taxes, withholdings and other statutory obligations of an independent contractor.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Delivery of notices shall be in writing and may be delivered by hand, nationally recognized courier, or certified mail to the addresses above, or by electronic mail to the addresses above provided that receipt is acknowledged.

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