Business Marketplace Development

BUSINESS MARKETPLACE DEVELOPMENT AGREEMENT

This Business Marketplace Development Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Developer Name: .

WHEREAS

WHEREAS, Client desires to engage Developer to design, develop, and deploy an online business marketplace platform (the Marketplace) for the sale, distribution, and management of goods and services, and Developer has the technical expertise to perform such development services in accordance with the terms of this Agreement.

WHEREAS, Developer agrees to provide professional services, deliverables, and related support described in the Scope of Work in exchange for the fees and on the payment terms set forth herein.

WHEREAS, the parties intend to set forth their entire agreement with respect to the Marketplace development, allocation of ownership in the Deliverables, confidentiality of information, and remedies for breach.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Developer shall perform the services described in this Section (the Services). Developer will design, develop, configure, test, and assist with deployment of the Marketplace and provide related documentation and training as set forth below.

PAYMENT TERMS

Client agrees to pay Developer a total fee of $ for the Services and Deliverables described above. Payment shall be made in accordance with the following schedule and invoicing procedure.

Invoices submitted by Developer are payable within days of invoice receipt. Overdue amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and Client shall also be responsible for reasonable collection costs.

Late Fee (flat or percentage):

TERM AND TERMINATION

The term of this Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days of receipt of written notice of the breach.

Upon termination, Client will pay Developer for all Services performed and Deliverables accepted through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and Governing Law shall survive termination.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other party (Disclosing Party) that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes business plans, pricing, customer lists, technical designs, source code, and trade secrets.

The Receiving Party shall use the Confidential Information solely to perform its obligations under this Agreement and shall protect it using at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations do not apply to information that (a) is or becomes publicly known through no breach of this Agreement, (b) was already lawfully in the Receiving Party's possession, (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and an opportunity to seek protective measures.

Confidentiality obligations shall survive for following the termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Developer assigns to Client all right, title, and interest in and to the Deliverables, including all copyrights and other intellectual property rights, upon full payment of all fees due hereunder. Developer hereby irrevocably waives and assigns any moral rights it may have in the Deliverables to the fullest extent permitted by law.

Notwithstanding the foregoing, Developer retains the right to use general knowledge, skills, know-how, and non-confidential tools and routines developed or used in performing the Services, provided such use does not include disclosure or use of Client Confidential Information or Deliverables.

Developer may showcase non-confidential aspects of the Deliverables in its portfolio and marketing materials: Permit portfolio/display subject to prior written approval of Client.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from any third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its representations, warranties, or obligations under this Agreement.

Except for liability arising from gross negligence, willful misconduct, indemnification obligations, or a party's breach of its confidentiality obligations or intellectual property assignment, in no event shall either party be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, and each party's aggregate liability under this Agreement shall not exceed the amounts actually paid by Client to Developer under this Agreement during the twelve (12) months preceding the claim.

REPRESENTATIONS AND WARRANTIES

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Developer warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Agreement, the Services and Deliverables are provided "AS IS" and Developer disclaims all other warranties, express or implied, to the maximum extent permitted by law.

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 rules. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the parties cannot resolve a dispute within 30 days, either party may pursue any remedies available at law or in equity in courts of competent jurisdiction located in the chosen governing state.

ENTIRE AGREEMENT

This Agreement (including all exhibits, schedules, and attachments) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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, provided that the assigning party remains responsible for its obligations hereunder. Notices under this Agreement shall be in writing and delivered to the contact information provided above.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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