Business Remover Template

BUSINESS REMOVER AGREEMENT

This Business Remover Agreement ("Agreement") is entered into as of by and between Client Name: (the "Client"), and Service Provider Name: (the "Provider"). Each of Client and Provider may be referred to herein individually as a "Party" or collectively as the "Parties."

WHEREAS

WHEREAS, Client desires to engage Provider to use commercially reasonable efforts to remove, correct, suppress, or mitigate specified business references, listings, or other content that negatively impacts Client's business reputation or operations (the "Removal Services");

WHEREAS, Provider represents that it has experience and resources to perform Removal Services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the Removal Services.

SCOPE OF WORK

Provider will perform the Removal Services as described below. Provider shall exercise reasonable professional skill and care and shall comply with applicable laws in performing the Services.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the Removal Services. Fees payable under this Agreement are non-refundable except as expressly provided herein.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party upon written notice if such breach remains uncured for the notice period set forth above. Provider may suspend Services immediately if Client fails to pay undisputed amounts when due, and suspension will not relieve Client of payment obligations.

CONFIDENTIALITY

Each Party agrees to treat as confidential all non-public information disclosed by the other Party that is marked or reasonably understood to be confidential ("Confidential Information"). The receiving Party shall not disclose Confidential Information except to its employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is or becomes generally available to the public other than through a breach of this Agreement, or information lawfully obtained from a third party without restriction.

Provider shall not publicly identify the Client in marketing materials or case studies without Client's prior written consent; provided, however, Provider may identify Client generically as a client for purposes of business development where Client has granted prior written approval.

LIMITATION OF LIABILITY AND INDEMNITY

Provider will use reasonable commercial efforts to achieve the agreed Removal Services but does not guarantee the permanent removal of any reference or that search results or third-party content will change. Except for willful misconduct or gross negligence, each Party's aggregate liability under this Agreement shall be limited to direct damages not to exceed fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither Party shall be liable for incidental, consequential, punitive, or lost profits damages.

Client shall indemnify and hold harmless Provider from claims arising from Client-provided content, false statements, or Client's failure to disclose material facts relevant to removal efforts.

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. Parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments and accepted statements of work, 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 executed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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