Business Marketplace Document

BUSINESS MARKETPLACE AGREEMENT

This Business Marketplace Agreement (the Agreement) is made effective as of Effective Date: , .

Parties

Corporation LLC Sole Proprietor Partnership Other

Corporation LLC Sole Proprietor Partnership Other

WHEREAS

WHEREAS, Marketplace Provider operates an online platform and related services enabling independent sellers and service providers to list, promote, and sell goods or services (the Platform), including order processing, payment facilitation, and dispute resolution features; and

WHEREAS, Client wishes to utilize the Platform to list certain goods or services and engage in transactions subject to the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights, obligations, and the commercial terms governing marketplace listings, fees, and related services.

Scope of Work

Marketplace Provider shall provide the Platform services as reasonably described below and shall make available the technical, marketing, and transactional tools necessary for Client to list and sell products or services. Client shall comply with Platform listing requirements and shall be solely responsible for the accuracy of listings, product descriptions, pricing, fulfillment and all obligations to end customers.

Payment Terms

Client agrees to pay Marketplace Provider fees as set forth in this section. Fees shall be calculated and invoiced in accordance with the fee schedule below. All amounts are exclusive of applicable taxes unless otherwise stated.

Payments shall be due in accordance with the settlement timing above. Marketplace Provider may withhold settlement for returned or disputed transactions until resolution. Client is responsible for any chargebacks, refunds, taxes, duties, or assessments arising from Client's sales on the Platform.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after written notice.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public business, technical, financial, customer, pricing and other information disclosed by one party (Disclosing Party) to the other (Receiving Party) in written, oral or electronic form 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.

The Receiving Party shall: (a) use Confidential Information only for the purposes of performing its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes generally available to the public other than through the Receiving Party's breach, is already lawfully in the Receiving Party's possession, is rightfully received from a third party without breach, or is independently developed without use of the Disclosing Party's Confidential Information.

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

Indemnification and Liability

Client shall defend, indemnify and hold harmless Marketplace Provider and its officers, directors and agents from and against all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or relating to Client's listings, products, services, or breach of this Agreement. Marketplace Provider's total aggregate liability under this Agreement shall not exceed the total fees paid by Client to Marketplace Provider under this Agreement in the preceding twelve (12) months. In no event shall either party be liable for special, incidental, consequential or punitive damages, except for liability arising from gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties agree that venue for any dispute shall lie in the courts located in that jurisdiction.

Entire Agreement; Amendment

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

Miscellaneous

Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that Marketplace Provider may assign this Agreement in connection with a merger, sale of substantially all of its assets, or change of control, provided that the assignee assumes all obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Signatures

Sign Now