Business Catalog Advanced

BUSINESS CATALOG ADVANCED

Parties and Recitals

This Business Catalog Advanced Agreement (the "Agreement") is entered into effective as of by and between ("Client") and ("Provider").

WHEREAS, Client desires to develop, publish and distribute a comprehensive catalog of Client's products and services and to engage Provider to create and manage the catalog in accordance with the terms set forth herein; and

WHEREAS, Provider has the expertise, resources and personnel necessary to design, assemble, format and deliver the catalog and related deliverables, and agrees to perform such services under the terms and conditions of this Agreement.

Scope of Work

Provider shall perform the services and deliver the deliverables described in this Section (the "Services"). Provider shall prepare and deliver a Business Catalog consistent with the specifications set forth below and accepted by Client.

Distribution formats to be provided by Provider (check all that apply):

Digital (PDF, XML, CSV) Print-ready files Third-party integration feeds

Payment Terms

Client shall pay Provider for the Services in accordance with the schedule below. All fees are stated in U.S. dollars unless otherwise agreed in writing.

Provider shall issue invoices in accordance with the Payment Schedule. Unless otherwise specified, undisputed amounts not paid within thirty (30) days of invoice date shall accrue the Late Payment Fee above and may suspend Services until payment is made.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate for material breach if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of obligations to pay for Services performed and accepted prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential. Provider will not disclose or use Confidential Information of Client except to perform the Services. Provider shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Notwithstanding the foregoing, Confidential Information shall not include information that is or becomes publicly known through no breach by the recipient, or that is required to be disclosed by applicable law or valid court order, provided the disclosing party is given prompt notice to seek protective relief.

Intellectual Property

All pre-existing intellectual property of each party remains the sole property of that party. Provider grants Client a non-exclusive, worldwide, royalty-free license to use the catalog deliverables for Client's business operations, subject to Client's timely payment of all fees. Provider retains ownership of Provider tools, templates and underlying processes used to produce the catalog.

Non-exclusive Exclusive (if checked, describe terms below)

Representations, Warranties and Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. Provider represents that the deliverables will be original to Provider or properly licensed for Client's intended use, and that Provider will perform Services in a professional and workmanlike manner in accordance with industry standards.

Provider shall indemnify and defend Client against third-party claims alleging that the deliverables infringe a third party's intellectual property rights, provided Client gives prompt written notice of any claim and reasonable assistance in the defense. This indemnity does not apply to infringement arising from modifications made by Client or use of deliverables in combination with non-specified systems.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of the indemnity obligations above, the aggregate liability of either party for any claim arising under this Agreement will not exceed the total fees actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Acceptance; Revisions

Deliverables shall be submitted for Client review. Client shall have days to accept or provide written revision requests. Provider will correct material deficiencies identified by Client at no additional charge within a commercially reasonable time.

Notices

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for disputes arising out of this Agreement.

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

Miscellaneous

If any provision of this Agreement is held 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 a successor in interest by merger or sale of substantially all assets.

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