Business Online Setup

BUSINESS ONLINE SETUP AGREEMENT

This Business Online Setup Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: . Client Address:

WHEREAS

WHEREAS, Client seeks to establish or update Client's online presence, including configuration of domain, website hosting, email, and related online services; and

WHEREAS, Provider represents that it has the experience, personnel and technical capability to provide professional online setup and configuration services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services and Client will compensate Provider.

SCOPE OF WORK

Provider will perform the following services as part of the setup (check all applicable):

DELIVERABLES & SCHEDULE

Estimated delivery timeline from effective date: . Major milestones and acceptance criteria will be set forth in the scope of work above.

PAYMENT TERMS

Total setup fee: $ .

Deposit (due prior to commencement): $ ; Balance due upon delivery and Client acceptance: $ .

Payment method: . All payments are due in cleared funds as specified on invoices.

Late payment: A late fee of per month (or the maximum permitted by law, if less) will be applied to outstanding balances. Client is responsible for collection costs and interest as allowed by law.

TERM AND TERMINATION

Effective date: . Expected completion date: .

Either party may terminate this Agreement for material breach if the breach is not cured within days after written notice. Provider may suspend work for nonpayment after a ten (10) day written notice of overdue amounts.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is (i) publicly known through no act or omission of the receiving party, (ii) rightfully received from a third party without restriction, (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with the disclosing party to limit the disclosure.

DATA ACCESS, SECURITY & BACKUPS

Provider will take commercially reasonable technical and organizational measures to protect Client data. Provider will not be responsible for loss of data where Client fails to approve or obtain agreed backups, except where such loss is caused by Provider's gross negligence or willful misconduct. Provider shall promptly notify Client of any unauthorized access materially affecting Client data.

INTELLECTUAL PROPERTY & LICENSES

Client retains ownership of Client-supplied materials and preexisting intellectual property. Provider acknowledges Client's ownership of trademarks, logos and content supplied by Client. Provider grants to Client a perpetual, worldwide, non-exclusive license to all original materials created by Provider and delivered as part of this setup upon full payment. Provider retains the right to use general know-how and methodologies used in performing the services.

WARRANTIES, LIMITATIONS & INDEMNITY

Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. Except for willful misconduct or gross negligence, Provider's liability for direct damages arising out of this Agreement shall be limited to the total fees paid by Client to Provider under this Agreement. Neither party shall be liable for incidental, consequential, special or punitive damages. Client shall indemnify and hold Provider harmless from claims arising from Client-supplied content, unauthorized use of third-party materials, or Client's violation of law.

CHANGE ORDERS

Any changes to the scope, schedule or price shall be made only by written change order executed by authorized representatives of both parties. Change orders shall describe the work, cost impact and revised schedule.

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.

ENTIRE AGREEMENT

This Agreement, together with any attached scope of work and executed change orders, 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. Any amendment must be in writing and signed by both parties.

NOTICES

All notices must be in writing and delivered to the addresses set forth below the parties' signatures or to other addresses designated in writing by the parties.

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