Business QR Repository

BUSINESS QR REPOSITORY AGREEMENT

This Business QR Repository Agreement (Agreement) is made and entered into as of Effective Date: by and between Provider Name: with address: and Client Name: with address: .

WHEREAS

WHEREAS, Provider operates and maintains a structured repository of QR codes, associated payloads, metadata, and management tools (Repository) intended for Client business uses including but not limited to marketing links, menus, asset identification, and transaction routing; and

WHEREAS, Client desires to obtain access to and use of the Repository under the terms set forth in this Agreement, and Provider is willing to provide such access, maintenance, and related services in consideration of the fees and covenants herein.

SCOPE OF WORK

Provider shall create, register, host, manage, and maintain the Repository for Client in accordance with the specifications and business requirements set forth below. Provider's duties include generation of QR codes, embedding or linking of Client payloads, metadata classification, version control, backup, and administrative access for Client delegates.

PAYMENT TERMS

Client shall pay Provider the fees specified below in consideration for creation, hosting, maintenance, and support of the Repository. All amounts are stated in U.S. dollars unless otherwise agreed in writing. Provider may suspend access for nonpayment after written notice and expiration of the cure period.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice identifying the breach. Upon termination, Provider will, at Client's option and subject to payment of outstanding fees, deliver an export of Client's QR payloads and metadata in a commonly used format; Provider shall have no obligation to continue hosting after termination unless otherwise agreed.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, product, and customer information disclosed by one party (Disclosing Party) to the other (Receiving Party) relating to the Repository, payloads, or business operations. Receiving Party shall: (a) 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; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or agents with a need-to-know who are bound by confidentiality obligations no less protective than this clause. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY; LICENSE

Client retains title to Client-provided content and payloads. Provider retains ownership of its pre-existing technology, tools, and the Repository platform. Provider grants Client a non-exclusive, non-transferable, revocable license to use QR codes and associated outputs created for Client during the Term solely for Client's internal business purposes and permitted external distribution. Client shall not modify, reverse engineer, sublicense, or resell Provider's platform. Provider may use anonymized, aggregated usage data for analytics and to improve services, provided that such data does not identify Client or its end users.

DATA SECURITY; BACKUP; BREACH NOTIFICATION

Provider shall implement and maintain administrative, technical, and physical safeguards reasonably designed to protect the Repository and Client data from unauthorized access, disclosure, alteration, or destruction. Provider will perform regular backups at intervals described in the Scope of Work and will notify Client without undue delay upon discovery of a security incident affecting Client's Confidential Information. Notification shall include nature of the incident, affected data, and remediation steps.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall defend, indemnify, and hold harmless the other party from claims arising out of its negligent acts or willful misconduct. Provider's aggregate liability arising from or related to this Agreement shall be limited to direct damages not to exceed the fees actually paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special, or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules. Venue for any dispute shall be the state or federal courts located in that State.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

The parties have executed this Agreement through their duly authorized representatives as set forth below.

Sign Now