Business MAD Market Template

Business MAD Market Template

Recitals

WHEREAS, Client Name: is engaged in the operation or promotion of commercial activities and desires to retain certain marketplace services described herein; and

WHEREAS, Service Provider Name: possesses expertise and capabilities to provide a managed access and distribution marketplace ("MAD Market") to facilitate sales, listings, or promotional activity for Client; and

WHEREAS, the parties wish to set forth the terms under which Service Provider will provide MAD Market services to Client beginning Effective Date: on the terms and subject to the conditions below.

Scope of Work

Service Provider shall perform the services described below in a professional manner consistent with industry standards. The Scope of Work sets forth deliverables, performance milestones, and responsibilities of each party during the Term.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and access to the MAD Market. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of the stated late fee or the maximum rate permitted by applicable law, calculated monthly on the outstanding principal. Client is responsible for all taxes (other than Service Provider's income taxes) arising from payments under this Agreement.

Term and Termination

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

Either party may terminate this Agreement for cause upon material breach by the other party that remains uncured for a period of Notice Period (days): days following written notice specifying the breach. Either party may also terminate for convenience upon thirty (30) days' prior written notice provided that any amounts accrued prior to termination shall be paid in accordance with Payment Terms.

Confidentiality

Each party (Recipient) shall keep confidential all non-public information disclosed by the other party (Discloser) 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 ("Confidential Information"). Recipient shall not use Confidential Information except to perform its obligations under this Agreement and shall restrict disclosure to employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations do not apply to information that (i) is or becomes generally available to the public other than through a breach by Recipient, (ii) is rightfully received from a third party without restriction, (iii) was already rightfully in Recipient's possession prior to disclosure, or (iv) is required to be disclosed by law, provided Recipient gives Discloser prompt written notice and cooperates in seeking a protective order or other appropriate remedy.

Parties acknowledge and agree that confidentiality obligations are a material term of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

Representations; Warranties; Indemnity

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. Service Provider represents that its services will be performed in a professional and workmanlike manner. Each party shall indemnify, defend and hold harmless the other party from third party claims arising from the indemnifying party's gross negligence, willful misconduct or breach of its representations or obligations under this Agreement.

Limitation of Liability; Entire Agreement

Except for breaches of confidentiality and indemnification obligations or damages resulting from willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, whether in contract, tort or otherwise. The total liability of either party for any claim arising out of this Agreement shall not exceed the fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

This Agreement, together with any exhibits and appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, negotiations and discussions, whether oral or written. No amendment or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

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