Business Portal Setup

BUSINESS PORTAL SETUP AGREEMENT

THIS AGREEMENT is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to establish an online business portal to manage customer accounts, transactions, and administrative workflows (the "Portal"), and Provider has the expertise and resources necessary to design, configure, integrate, and deploy the Portal;

WHEREAS, Provider will perform the Portal setup, configuration, user onboarding, and data migration services described in this Agreement in accordance with the terms, conditions and timeframe set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. PORTAL IDENTIFICATION & CONTACTS

2. SCOPE OF WORK

Provider shall provision and configure the Portal for Client in accordance with the specifications below. Provider's obligations include, but are not limited to:

Standard setup tasks include:

3. PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services rendered under this Agreement.

All amounts are exclusive of applicable taxes. Client is responsible for any taxes, assessments, or duties imposed by taxing authorities in connection with the services.

4. TERM AND TERMINATION

Term Commencement Date:    Term 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 termination date. Provider may terminate immediately if Client fails to pay undisputed invoiced amounts within ten (10) days of written notice of nonpayment.

Termination for Cause: Either party may terminate for material breach if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach and requesting cure.

5. ACCESS, CREDENTIALS & ACCEPTANCE

Client authorizes Provider to create administrative and user accounts necessary to configure the Portal. Client will provide timely access to systems, data, and personnel required for Provider to perform the services. Provider will follow the access and privilege limitations agreed in the Scope of Work.

6. CONFIDENTIALITY

Each party shall treat as confidential all information disclosed by the other 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 shall not include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party will use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The receiving party may disclose Confidential Information to its employees and contractors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those set forth in this Agreement.

7. DATA SECURITY & BACKUP

Provider shall maintain administrative, physical, and technical safeguards appropriate to the nature of the Client Data to protect against unauthorized access, use, or disclosure. Provider will maintain regular backups of Portal configuration and Client Data and will provide access to reasonable copies of Client Data upon termination, subject to payment of outstanding fees.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR BREACHES OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. 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 law principles.

10. ENTIRE AGREEMENT

This Agreement, together with any executed statements of work and attachments referenced 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 must be in writing and signed by authorized representatives of both parties.

11. NOTICES

Notices required under this Agreement shall be in writing and delivered to the contact person and address provided below. Notice is effective upon receipt.

12. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

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