Zinata Standard Terms and Conditions

1. Confidentiality. Each party acknowledges that, during the course of performing its obligations under this proposal, party employees, agents and independent contractors are likely to encounter sensitive information and data which are non-public, confidential, or proprietary to the other party or to a third-party licensor. Confidential Information includes but is not limited to all information pertaining to a party’s business, operations, and activities, as well as the terms and conditions of this Proposal. Confidential Information shall not include information: (i) already in the possession of the other party and not subject to a duty or obligation of nondisclosure or non-use; (ii) already in the public domain or which becomes in the public domain other than through fault of party; (iii) disclosed to party by a third party with the right to disclose it in good faith and not subject to a secrecy obligation; or (iv) independently developed by or on behalf of party without reference to the Confidential Information. Parties agree that it will disclose Confidential Information to only those of its employees, agents or independent contractors whose duties under this Proposal require such disclosure.

2. Indemnity. Each party agrees to indemnify, defend and hold the other party, its’ affiliates and their officers, each of their parent corporations, and its affiliates’ and its parent corporations’ employees, directors and agents harmless from all claims, demands, liabilities, and expenses (including attorneys’ fees and settlement costs) resulting from:

a. the negligent, defective or improper performance of the party in the, performance of its obligations described herein;

b. any acts or omissions of the party, or its employees in the performance of its duties hereunder, including without limitation claims resulting from injuries and property damage, caused by Zinata or its employees.

This obligation to indemnify, defend and hold harmless will survive the termination of the Proposal.

3. Limitation of Liability. Neither party is liable to the other party or anyone claiming by right of either party, either in contract, tort (including negligence) or otherwise for any direct or indirect loss of profits, business or anticipated savings, or for any loss or destruction of data nor for any other special, punitive, incidental, indirect, consequential exemplary loss or damage.

4. Any claim made in relation to this proposal is limited to the fees paid under this proposal or the applicable Purchase Order or Change Order giving rise to the claim.

5. Intellectual Property Rights. Each party will retain the right to use any intangible property developed by it in connection with the performance of its duties under this Proposal. To the extent any intangible property incorporates or is based upon Confidential information, parties use will be subject its confidentiality obligations. For the purposes of this paragraph, intangible property will include, without limitation, original ideas, concepts, know how, training materials and programming techniques. Party acknowledges that Zinata has created, acquired, or otherwise has rights in, and may, in connection with the performance of the services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in various concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates, accelerators and products, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of operation of systems, source and object code (collectively), the “Zinata Technology”). To the extent that Zinata uses any of its Zinata Technology in connection with the performance of the services, Zinata shall retain all right, title, and interest in and to such Zinata Technology, and other party shall not acquire any right, title, or interest in or to such Zinata Technology, and other party shall not acquire any right, title or interest in or to such Zinata Technology. Zinata hereby grants other party, if applicable, the use of any Zinata Technology contained in the deliverables solely for the party’s internal business purposes.

6. Independent Contractor. Zinata and its employees, agents, representatives, assigns and subcontractors will represent themselves only as independent contractors unrelated to the other party, any of its subsidiaries or affiliated companies. Nothing in this Proposal is intended to create a relationship, express or implied, of employer-employee, principal-agent or partnership between Zinata and the other party. Zinata will not have and will not represent itself as having any authority to make contracts in the name of or on behalf of the other party in any way.

7. Termination of Work. In the event this proposal is accepted and later terminated without cause, the Customer agrees to pay Zinata any and all sums which are due and payable for: (i) services provided as of the date of termination, and (i) expenses already incurred, including those from document non-cancelable commitments.  Zinata agrees to use the best efforts to minimize such costs and expenses.

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