Business Amazon Document

BUSINESS AMAZON AGREEMENT

Parties

This Agreement is entered into effective as of Effective Date: by and between Client Name: and Service Provider Name: .

Whereas

WHEREAS, Client operates one or more storefronts on the Amazon marketplace and desires professional services to manage, optimize, and promote such storefronts; and

WHEREAS, Provider represents that it has the expertise, personnel and authority to perform Amazon marketplace services including listing creation, advertising management, fulfillment coordination and compliance monitoring; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will provide the services described in this Agreement.

Scope of Work

Provider shall perform the Amazon-related services selected below and any additional tasks expressly set forth in the attached schedules. Provider shall provide services in a professional manner consistent with industry standards.

Listing optimization (titles, bullets, backend keywords)
Advertising management (PPC, DSP consulting)
FBA and inventory management
Account health and compliance monitoring
Other (describe below)

Payment Terms

Client shall pay Provider the fees set forth below in exchange for the services. Fees are exclusive of any sales, use or similar taxes for which Client is responsible.

Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider may suspend services if Client fails to pay amounts due within days after written notice.

Term and Termination

This Agreement shall commence on and shall continue until unless terminated earlier in accordance with this section.

Either party may terminate this Agreement without cause by providing the other party with days' prior written notice.

Either party may terminate immediately for material breach if the breach is not cured within 30 days after written notice specifying the breach. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature. Provider and Client each agree: (a) to hold Confidential Information in strict confidence and use it solely to perform obligations under this Agreement; (b) not to disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) to use at least reasonable care to protect Confidential Information. Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Intellectual Property & Data

Unless otherwise agreed in writing, Client retains ownership of Client product content and intellectual property. Provider retains ownership of Provider tools, methodologies and pre-existing intellectual property. Client grants Provider a limited, nonexclusive, revocable license to use Client content solely to perform services. Provider will not use Client data for competing services without Client's prior written consent. Any aggregated, anonymized performance data derived from Provider's services may be used by Provider for benchmarking and internal analytics, provided it does not identify Client.

Indemnification & Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of the Agreement or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. EXCEPT FOR LIABILITY RESULTING FROM WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the county specified by the governing law state.

Entire Agreement

This Agreement, together with any written schedules and attachments executed by the parties, 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. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

Certifications and Acknowledgments

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Client acknowledges that Provider's performance may require limited access to Client's Amazon account(s) and authorizations, which Client agrees to grant in accordance with Provider's instructions and in compliance with Amazon policies.

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