Business Services Hubsync

Business Services Hubsync Agreement

Parties

This Agreement is entered into between:

Recitals

WHEREAS, Client operates business operations requiring synchronized hub services and related integrations necessary to consolidate data, automate workflows, and coordinate third‑party connectors (the Services);

WHEREAS, Service Provider represents that it has the expertise, personnel, and systems necessary to perform hub synchronization, data transformation, monitoring, and support services in accordance with this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will provide such Services.

Scope of Work

Service Provider shall perform the Services described below. The description shall identify deliverables, acceptance criteria, milestones, and any Client responsibilities necessary for performance.

Payment Terms

In consideration for the Services, Client shall pay Service Provider in accordance with the following terms.

Select the payment schedule applicable to this engagement:

Monthly retainer

Payment by milestone (describe milestones in Scope of Work)

Upon completion / final acceptance

Term and Termination

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

Start Date:     End Date:

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within the notice period above. Service Provider may suspend Services for Client's nonpayment after written notice and a seven (7) day cure period.

Confidentiality

Each Party (the Recipient) shall hold in strict confidence Confidential Information disclosed by the other Party (the Discloser) and shall not use such Confidential Information except to perform its obligations under this Agreement. Confidential Information includes business data, integrations, API credentials, technical designs, trade secrets, and commercial terms. The Recipient shall restrict disclosure to employees and contractors with a need to know, shall require binding confidentiality obligations, and shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential materials, but in no event less than reasonable care.

Confidential Information does not include information that is (a) publicly available through no fault of the Recipient, (b) rightfully received from a third party without restriction, (c) independently developed by the Recipient without reference to the Discloser's information, or (d) required to be disclosed by law, provided the Recipient gives prompt notice and cooperates in any protective action.

Intellectual Property and Data

Unless expressly agreed otherwise in writing, Client retains all right, title, and interest in Client Data. Service Provider retains ownership of its preexisting tools, software, and methodologies. Service Provider grants Client a nonexclusive, nontransferable license to any deliverable specifically created for Client pursuant to this Agreement, subject to full payment.

Indemnity and Liability

Each Party shall indemnify the other for third‑party claims arising from its breach of this Agreement, willful misconduct, or negligence. Except for breaches of confidentiality, willful misconduct, or indemnity obligations, neither Party's aggregate liability shall exceed the amount paid by Client to Service Provider in the twelve (12) months preceding the claim. Neither Party shall be liable for consequential, incidental, or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of:

Entire Agreement; Amendments

This Agreement, including the Scope of Work and any attached exhibits, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior discussions and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Notices

All notices must be in writing and delivered to the addresses set forth in this Agreement or to such other address as a Party may designate by written notice. Notice is effective upon receipt.

Administrative Contacts

Miscellaneous

If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect. The Parties are independent contractors; this Agreement does not create a partnership or agency relationship.

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