Business Platform Agreement

Business Platform Agreement

This Business Platform Agreement (the "Agreement") is entered into as of Effective Date: by and between Platform Provider: whose principal place of business is located at , and Client: whose principal place of business is located at . Platform Provider and Client are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Platform Provider has developed, maintains, and licenses a proprietary online business platform and related services (the "Platform") that enable business operations, analytics, and customer management; and

WHEREAS, Client desires to obtain access to and use of the Platform for its internal business purposes under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to define the scope of services, payment terms, confidentiality obligations, and other contractual rights and obligations.

Scope of Work

Platform Provider shall provide access to the Platform and perform the services and deliverables described below in accordance with the standards of care and skill ordinarily exercised by providers of similar services.

Payment Terms

If Client fails to pay any undisputed amount when due, amounts unpaid shall accrue interest at the rate of % per month, or the maximum lawful rate if lower. In addition, Client shall reimburse Platform Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence 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 delivered at least days prior to the effective date of termination. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay fees accrued through the effective date of termination.

Platform Provider may immediately suspend or terminate Client's access to the Platform in the event of a security breach, unauthorized use, payment default, or as required to comply with law.

Confidentiality

"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") 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 includes business and product plans, customer lists, pricing, trade secrets, and technical data concerning the Platform, but excludes information that: (a) is or becomes generally known to the public without breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) use the Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but with no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The Receiving Party may disclose Confidential Information as required by law, provided the Receiving Party gives the Disclosing Party prompt written notice to permit the Disclosing Party to seek protective measures.

All Confidential Information shall be returned or destroyed within thirty (30) days after termination or expiration of this Agreement, and the confidentiality obligations shall survive termination for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Platform Provider retains all right, title, and interest in and to the Platform, including all enhancements, modifications, and derivative works thereof. Client is granted a limited, non-exclusive, non-transferable license to use the Platform during the Term solely for Client's internal business purposes, subject to the terms of this Agreement. Client retains all rights to its data submitted to the Platform; Platform Provider shall have a non-exclusive right to use such data to provide the services and for anonymized analytics and platform improvement.

Limitation of Liability and Indemnification

Each Party shall indemnify, defend, and hold harmless the other Party from and against third-party claims arising from its gross negligence, willful misconduct, or breach of its representations, warranties or obligations under this Agreement. Except for liability arising from a Party's indemnification obligations, gross negligence, willful misconduct, or breach of confidentiality, neither Party's aggregate liability for any claim shall exceed the fees paid by Client to Platform Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either Party be liable for consequential, incidental, special, or punitive damages.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery, next business day by nationally recognized overnight courier, or three (3) business days after mailing by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The Parties consent to the exclusive jurisdiction of state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including all exhibits and attachments 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 amendment or modification to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the Parties' original intent as closely as possible.

Sign Now