Business FBA Document

Business FBA Document

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client sells tangible goods and digital products through the FBA program of an online marketplace and requires specialized assistance to manage inventory, listings, shipments, and compliance with marketplace operational requirements; and

WHEREAS, Service Provider has expertise in FBA account setup, inventory forecasting, shipment preparation, listing optimization, returns management, and related operational tasks and agrees to perform such services on the terms set forth in this document; and

WHEREAS, the parties wish to set forth their agreement regarding the scope, compensation, confidentiality, term, and other material terms of the engagement effective as of the Effective Date: .

Scope of Work

Provider shall perform the services described below. Provider shall use commercially reasonable efforts to meet any mutually agreed timelines and performance metrics specified in the Scope of Work. Provider's duties may include but are not limited to the items listed in the Deliverables section. Provider will not act as an employee of Client and will perform services as an independent contractor.

Payment Terms

Client shall pay Provider the fees set forth below as full consideration for the services. Fees do not include marketplace fees, shipping costs, storage fees charged by third parties, or taxes which shall be Client's responsibility unless otherwise stated.

Any amounts not paid when due shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less, plus all costs of collection, including reasonable attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work in progress and any Client materials in Provider's possession, and Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

“Confidential Information” means non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to product costs, supplier lists, inventory data, account access credentials, pricing strategies, and customer lists.

Each party shall (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care that it uses to protect its own confidential information but no less than a reasonable degree of care; (b) not use Confidential Information for any purpose other than performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure without restriction; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is required to be disclosed by law or by valid order of a governmental authority, provided the receiving party gives prompt written notice to the disclosing party and limits disclosure to the extent legally required.

The obligations in this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Insurance; Indemnification

Provider shall maintain commercially reasonable insurance coverage appropriate for the services performed, including general liability and, if applicable, professional liability insurance. Provider agrees to indemnify and hold Client harmless from third-party claims arising out of Provider's gross negligence or willful misconduct in performing services under this Agreement; Client shall indemnify Provider for Client's negligent acts or omissions and for claims arising from Client's products or listings.

Compliance with Marketplace Policies

Provider shall perform services in a manner consistent with applicable marketplace rules and policies and shall not take actions that knowingly jeopardize Client's seller accounts. Provider will notify Client promptly of any compliance matters or account restrictions and will cooperate with Client to resolve such matters.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that exclusive jurisdiction for any dispute arising under this Agreement shall lie in the state or federal courts located in that State.

Entire Agreement; Amendments

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by 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 or sale of substantially all of its assets. Relationship of the Parties: Provider is an independent contractor and not an employee, partner, or agent of Client. Severability: If any provision of this Agreement is held invalid, the remaining provisions shall continue in full force and effect.

Sign Now