DIGITAL CONSULTING SERVICES AGREEMENT

1. PARTIES

This Digital Consulting Services Agreement ("Agreement") is entered into between ZA Group Tech ("Consultant" or "We") and the client ("Client" or "You") identified in the service order.

2. SERVICES

Consultant agrees to provide digital consulting services, which may include:

• AI Agent Development and Deployment
• Cloud Infrastructure Setup and Migration
• Business Process Automation
• Digital Transformation Strategy
• Custom Software Development
• Training and Support Services
• Other services as specified in service orders

3. PROJECT SCOPE

The specific scope, deliverables, timeline, and fees for each project will be detailed in separate Service Orders or Statements of Work (SOW) that reference this Agreement.

4. FEES AND PAYMENT

• Payment Terms: Net 30 days from invoice date unless otherwise specified
• Late Payments: Subject to 1.5% monthly interest or maximum allowed by law
• Expenses: Client will reimburse pre-approved expenses
• Taxes: Client is responsible for all applicable taxes

5. INTELLECTUAL PROPERTY

• Client Materials: Client retains ownership of all materials provided to Consultant
• Deliverables: Upon full payment, Client owns all custom deliverables created specifically for Client
• Pre-existing IP: Consultant retains ownership of pre-existing tools, methodologies, and general knowledge
• License: Consultant grants Client a perpetual, non-exclusive license to use any Consultant IP included in deliverables

6. CONFIDENTIALITY

Both parties agree to maintain the confidentiality of each other's proprietary information and shall not disclose such information to third parties without prior written consent, except as required by law.

7. WARRANTIES AND REPRESENTATIONS

• Consultant warrants services will be performed in a professional and workmanlike manner
• Consultant warrants deliverables will substantially conform to specifications for 90 days
• Client warrants it has the rights to any materials provided to Consultant
• EXCEPT AS EXPRESSLY PROVIDED, ALL SERVICES ARE PROVIDED "AS IS"

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. CONSULTANT'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM.

9. TERM AND TERMINATION

• This Agreement continues until terminated by either party
• Either party may terminate with 30 days written notice
• Either party may terminate immediately for material breach
• Client shall pay for all services performed through termination date

10. INDEPENDENT CONTRACTOR

Consultant is an independent contractor and nothing in this Agreement creates an employment, partnership, or agency relationship between the parties.

11. NON-SOLICITATION

During the term of this Agreement and for one year thereafter, Client agrees not to directly or indirectly solicit for employment any Consultant employee or contractor without prior written consent.

12. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from acts beyond their reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, riots, or government actions.

13. DISPUTE RESOLUTION

Any disputes arising under this Agreement shall first be addressed through good faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association.

14. GENERAL PROVISIONS

• Governing Law: This Agreement is governed by the laws of the Consultant's jurisdiction
• Entire Agreement: This Agreement and any SOWs constitute the entire agreement
• Amendments: Modifications must be in writing and signed by both parties
• Severability: Invalid provisions shall not affect the remainder of the Agreement
• Assignment: Neither party may assign without prior written consent