Business Monet Template

BUSINESS MONET TEMPLATE

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing monetization, marketing and revenue-optimization services and has the expertise and resources to provide such services to Client; and

WHEREAS, Client desires to retain Service Provider to perform certain monetization and business development services, and Service Provider is willing to provide such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows as of the Effective Date:

Scope of Work

Service Provider will perform the services described below (the "Services"). Service Provider shall use commercially reasonable efforts, in a professional manner, to perform the Services in accordance with industry standards.

Payment Terms

In consideration for the Services, Client shall pay Service Provider as set forth below. All payments are non-refundable except as expressly provided in this Agreement.

Client shall pay all undisputed invoices within the payment period set forth above. Disputed amounts must be notified in writing within ten (10) days of receipt of the invoice and the parties shall negotiate resolution in good faith; undisputed portions remain payable.

Term and Termination

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date or until the Services are completed, whichever occurs later.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice to the other party.

Upon termination, Client shall pay Service Provider for all Services performed through the effective date of termination and for all non-cancellable obligations incurred on or before such date.

Confidentiality

Each party (the "Receiving Party") acknowledges that during the course of performance it may receive Confidential Information from the other party (the "Disclosing Party"). Confidential Information includes non-public information relating to the Disclosing Party's business, finances, trade secrets, customer lists, monetization strategies and technical data. The Receiving Party shall: (a) hold such information in strict confidence and protect it with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as necessary to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Governing Law

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

Representations and Warranties; Independent Contractor

Each party represents and warrants that it has full power and authority to enter into this Agreement, that its performance will not violate any other agreement or law, and that it will comply with applicable laws in performing its obligations. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

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 a party may designate in writing. Notice is effective upon delivery if delivered personally, upon receipt if sent by certified mail, or one (1) business day after deposit with a nationally recognized overnight carrier.

Entire Agreement; Amendments

This Agreement, together with any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

Additional Terms

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