Business Services AMZGirl

BUSINESS SERVICES AGREEMENT — AMZGIRL

THIS BUSINESS SERVICES AGREEMENT (the "Agreement") is made and entered into as of Effective Date: by and between Service Provider: , with principal place of business at , and Client Name: , with principal place of business at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing ecommerce listing optimization, account management, advertising management, and related marketplace services; and

WHEREAS, Client desires to retain Service Provider to perform certain services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their entire agreement regarding such services and the terms governing their relationship.

SCOPE OF WORK

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner, consistent with industry standards. Deliverables, acceptance criteria, milestones, and any third‑party dependencies must be documented in writing and agreed by the parties prior to performance.

PAYMENT TERMS

Invoices are due and payable within days of receipt. Late payments shall incur a late fee of on the unpaid balance, or the maximum allowed by law, whichever is less. Client shall reimburse Service Provider for pre‑approved, reasonable out‑of‑pocket expenses incurred in connection with performance of the Services upon submission of receipts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic business, technical, financial, marketing, customer, and other proprietary information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those hereunder.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party's possession without obligation of confidentiality prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice to permit the disclosing party to seek protective measures. Confidentiality obligations shall survive termination of this Agreement for years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client shall retain all right, title and interest in materials and data provided to Service Provider, and Service Provider shall retain all right, title and interest in its pre‑existing methodologies, tools, templates and know‑how. Work product created specifically for Client and paid in full shall be assigned to Client to the extent of Service Provider's ownership rights, subject to Service Provider's right to use general skills and know‑how. Any third‑party intellectual property used in performing the Services remains subject to the applicable third‑party license.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider shall perform Services as an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship. Service Provider is solely responsible for payment of all taxes, insurance, and benefits for its personnel. Service Provider shall maintain commercially reasonable insurance appropriate to the Services.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third‑party claims arising from the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict‑of‑law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, the parties may pursue any remedies available at law or equity in the courts of that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or waiver of any provision shall be effective unless in writing and signed 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 to a successor in interest in connection with a merger or sale of substantially all assets. Notices shall be in writing to the addresses set forth above or such other addresses as the parties may designate in writing.

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