Adleadr Limited Business Services Agreement

Adleadr Limited Business Services Agreement

This Business Services Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: Adleadr Limited and Client Name: .

WHEREAS

WHEREAS, Adleadr Limited is engaged in the business of providing digital marketing, analytics and related business services and has relevant personnel, experience and capacity to perform such services; and

WHEREAS, Client desires to retain Adleadr Limited to provide the services described herein and Adleadr Limited is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the scope, payment terms, confidentiality obligations and other contractual provisions be set forth in writing and be binding upon execution by authorized representatives of each party.

1. Scope of Work

1.1 Services. Adleadr Limited will provide the professional services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with prevailing industry standards.

2. Payment Terms

2.1 Fees. Client shall pay Adleadr Limited the fees set forth below for the Services. Total Contract Amount: (specified in the currency agreed by the parties).

2.2 Payment Terms. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

2.3 Expenses. Client shall reimburse reasonable pre-approved out-of-pocket expenses incurred by Adleadr Limited in connection with performance of the Services, subject to submission of supporting documentation.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on Commencement Date: and, unless earlier terminated in accordance with this Agreement, shall continue until Completion Date: .

3.2 Termination for Convenience. Either party may terminate this Agreement without cause upon written notice to the other party given at least days prior to the effective termination date.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and such breach remains uncured for a period of 15 days following written notice specifying the breach.

3.4 Effect of Termination. Upon termination, Client shall pay Adleadr Limited for all Services performed and expenses incurred up to the effective date of termination. Sections concerning confidentiality, indemnification and governing law shall survive termination.

4. Confidentiality

4.1 Definition. "Confidential Information" means non-public information disclosed by either party to the other, whether written, oral or electronic, including business plans, strategies, customer lists, pricing, technology, and creative materials, but excluding information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is developed independently by the receiving party without the use of the disclosing party's Confidential Information.

4.2 Obligations. The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted in writing; and (c) use Confidential Information solely for the performance or receipt of the Services under this Agreement. Disclosure to employees, contractors or advisors is permitted only on a need-to-know basis and provided that such persons are bound by confidentiality obligations no less protective than those in this Agreement.

4.3 Remedies. The parties acknowledge that monetary damages may be inadequate to remedy breaches of confidentiality and that either party shall be entitled to equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

5. Indemnification and Liability

5.1 Indemnification. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence or willful misconduct in connection with performance under this Agreement.

5.2 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or violation of applicable law, neither party's aggregate liability for direct damages under this Agreement shall exceed the total fees paid by Client to Adleadr Limited under this Agreement in the twelve (12) months preceding the claim.

6. Notices

6.1 Method. All notices under this Agreement shall be in writing and delivered by hand, overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Jurisdiction: , without regard to its conflict of law principles.

8. Entire Agreement

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

9.1 Assignment. Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Adleadr Limited may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. 9.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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