Business Handles Template

Business Handles Template

This Business Handles Agreement ("Agreement") is entered into as of by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client is the owner or lawful controller of certain trade names, social media handles, usernames and other online identifiers (collectively, "Business Handles") used in connection with Client's business operations; and

WHEREAS, Service Provider is engaged in the business of administering, managing, and promoting digital accounts and is willing to provide specified services with respect to the Business Handles on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. SCOPE OF WORK

2. HANDLES INVENTORY AND ACCESS

The parties agree the initial inventory of Business Handles to be covered by this Agreement is as follows. For each entry, identify the platform, exact handle, and whether administrative access will be provided.

If additional handles are to be included during the Term, parties shall execute a written addendum identifying the handle and access level. Sensitive credentials shall not be transmitted through unsecured channels and shall be delivered in accordance with Section 4 (Confidentiality).

3. PAYMENT TERMS

Late Payment: Any undisputed amount not paid within days of invoiced due date shall accrue interest at per month (or the maximum permitted by law, if less). Client shall be responsible for reasonable collection costs if payment is not made when due.

4. CONFIDENTIALITY

Each party shall keep confidential all non-public information received from the other party that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information includes account credentials, two-factor authentication seeds, non-public business strategies and analytics tied to Business Handles. Confidential Information does not include information that: (a) is or becomes public through no breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the other party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform this Agreement; (ii) restrict disclosure to employees or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those here; and (iii) implement reasonable security measures to protect credentials and access.

5. TERM AND TERMINATION

Term: This Agreement commences on and continues until , unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon material breach by the other party that remains uncured for days after written notice specifying the breach. Upon termination for any reason, Service Provider shall promptly transfer administrative access and provide reasonable assistance to effect orderly transition of Business Handles to Client or its designee.

6. OWNERSHIP; LICENSE

Client retains all right, title and interest in and to the Business Handles, trademarks, trade names, domain names and brand assets. Service Provider is granted a limited, revocable license to access and use the Business Handles solely to perform its obligations under this Agreement. Except as expressly provided, no ownership rights are transferred.

7. REPRESENTATIONS AND WARRANTIES

Each party represents that it has full power and authority to enter this Agreement and to perform its obligations. Client represents that it is the rightful controller of the Business Handles listed or otherwise has obtained necessary consents. Service Provider represents that its services will be performed in a professional manner in accordance with industry standards.

8. LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, incidental, indirect, or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid or payable to Service Provider in the six (6) months preceding the claim.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and written addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notices are effective upon personal delivery, confirmed electronic transmission, or three (3) business days after deposit with a nationally recognized carrier.

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