Business Services Google Agreement

BUSINESS SERVICES GOOGLE AGREEMENT

This Business Services Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client seeks professional services relating to the planning, setup, management, optimization and reporting of business services involving Google's advertising and platform technologies (the Services); and

WHEREAS, Service Provider possesses expertise and experience in providing the Services and has agreed to render such Services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services and related deliverables.

SCOPE OF WORK

Service Provider will provide the Services as described below. The parties agree that any material changes to the Scope of Work must be documented and signed by both parties as a written change order.

PAYMENT TERMS

Client shall pay Service Provider fees in accordance with the terms below. All fees are payable in United States Dollars unless otherwise agreed in writing.

Invoices are due within days of invoice issuance. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is lower. A minimum late fee of applies to any overdue invoice.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this section.

Start Date:     End Date:

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

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence and not disclose any Confidential Information of the other party (Disclosing Party) except as necessary to perform under this Agreement. "Confidential Information" includes business plans, customer lists, pricing, technical information, strategies, data provided in connection with Services, and other nonpublic information designated as confidential or which by its nature should reasonably be considered confidential.

Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except for trade secrets which shall be protected for so long as they remain trade secrets.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. Client shall own deliverables specifically prepared for Client under this Agreement upon full payment, provided that Service Provider may retain copies for recordkeeping and internal use. Each party grants the other a limited, non-exclusive license to use its pre-existing materials solely to the extent necessary to perform the obligations under this Agreement.

DATA SECURITY AND COMPLIANCE

Service Provider shall implement reasonable administrative, technical and physical safeguards to protect Client Data against unauthorized access, disclosure, alteration or destruction. Service Provider will comply with applicable laws and regulations in its performance of the Services. Client acknowledges that certain Services may involve processing through third-party platforms and agrees that Service Provider may use such platforms in the provision of Services.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for each party's indemnification obligations and breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, whether in contract, tort, strict liability or otherwise, even if advised of the possibility of such damages. The aggregate liability of each party arising out of or related to this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Service Provider agrees to defend, indemnify and hold Client harmless from third-party claims arising from Service Provider's gross negligence or willful misconduct in providing the Services. Client agrees to indemnify Service Provider for claims arising from Client-provided materials, data or instructions that infringe third-party rights or violate applicable law.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized overnight courier and shall be effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and signed change orders, 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 oral or written. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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