Business Carousel Template

BUSINESS CAROUSEL TEMPLATE

This Business Carousel Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Client operates a business which benefits from rotating promotional displays and interactive digital or physical carousels designed to showcase products, services, or business profiles; and

WHEREAS, Service Provider is engaged in the business of designing, producing, installing, and maintaining business carousels (the "Carousel Services") and has represented that it possesses the requisite skills and experience to provide such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the Carousel Services for Client.

SCOPE OF WORK

Service Provider shall provide the following Carousel Services, including design, content integration, installation, testing, and post-installation support as set forth in this Agreement.

DELIVERABLES & SCHEDULE

The parties agree to the following deliverables and milestones. Time is of the essence for all delivery dates set forth herein unless otherwise mutually agreed in writing.

PAYMENT TERMS

In consideration for the performance of the Carousel Services, Client shall pay Service Provider the fees and on the schedule set forth below.

All amounts due hereunder are exclusive of any applicable taxes. Client shall reimburse Service Provider for reasonable out-of-pocket expenses pre-approved in writing.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public business, technical or financial information disclosed by one party to the other, whether in writing, orally or by inspection. The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except to employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein, and (c) use the Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that (i) is or becomes publicly available through no breach by the receiving party, (ii) is lawfully received from a third party without restriction, (iii) is independently developed by the receiving party without use of Confidential Information, or (iv) is required to be disclosed by law or valid legal process, provided the disclosing party is given prompt notice and the disclosure is limited to the extent required.

INTELLECTUAL PROPERTY & LICENSES

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to any pre-existing intellectual property and tools used in performing the Carousel Services. Client is granted a non-exclusive, non-transferable license to use deliverables for the Client's internal business purposes. Any third-party materials incorporated into the deliverables shall be subject to the applicable third-party license terms and Client shall be responsible for any fees required by third parties.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its gross negligence, willful misconduct or material breach of this Agreement, except to the extent such claims arise from the indemnified party's own negligence or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. Any modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below via hand delivery, certified mail (return receipt requested), or commercial overnight courier, and shall be effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

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