Business Document Open Sooq BDF

BUSINESS DOCUMENT OPEN SOOQ BDF

Parties

This Business Document Open Sooq BDF (the Agreement) is entered into effective as of between (Party A) and (Party B).

Recitals

WHEREAS, Party A is engaged in the business of providing digital marketplace services and related business development functions; and

WHEREAS, Party B desires to retain Party A to perform certain services in accordance with the terms set forth in this Agreement and Party A agrees to perform such services on the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

Scope of Work

Party A shall provide the services and deliverables described below. The description below constitutes the initial scope; any modifications or additions shall be documented in a written amendment signed by both parties.

Payment Terms

Compensation: Party B shall pay Party A a total fee of (the Total Fee) in the currency agreed between the parties.

Invoicing and Payment: Party A shall submit invoices in accordance with the Payment Schedule. Payments due to Party A shall be payable within days of receipt of a proper invoice. All payments not made when due shall bear interest at the rate of % per month (or the maximum permitted by applicable law, if less), and a minimum late fee of may apply.

Taxes and Withholding: Except as otherwise required by law, all fees are exclusive of taxes, duties, or levies which shall be the responsibility of the paying party.

Term and Termination

Term: This Agreement commences on the Start Date of and shall terminate on the End Date of unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall be without prejudice to any accrued rights or remedies.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party in connection with this Agreement, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (i) maintain Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public through no wrongful act of the receiving party, (b) was in the receiving party's possession prior to disclosure, (c) is lawfully received from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Remedies: The parties agree that a breach of this confidentiality provision may cause irreparable harm for which monetary damages would be inadequate and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Confidentiality Term: The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as such information qualifies as a trade secret under applicable law.

Intellectual Property

Ownership: Unless otherwise agreed in writing, Party A retains ownership of pre-existing intellectual property and tools used to provide the Services. All deliverables created specifically for Party B under this Agreement shall be deemed "Works Made for Hire" and ownership shall vest in Party B upon full payment; to the extent any such ownership does not automatically vest, Party A hereby assigns all right, title and interest in such deliverables to Party B upon receipt of payment.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction of without regard to conflict of law principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If unresolved within 30 days, the parties may pursue any legal or equitable remedy available in the courts of the chosen governing jurisdiction.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the right and authority to enter into this Agreement. Each party shall indemnify and hold the other harmless from third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or IP assignment obligations, neither party shall be liable to the other for consequential, incidental, or punitive damages and aggregate direct damages shall be limited to fees paid under this Agreement in the preceding twelve (12) months.

Entire Agreement; Amendment

Entire Agreement: This Agreement, together with any attachments and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

Amendment: Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the contact addresses provided in this Agreement.

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