Business Services Keap Glo

Business Services Agreement — Keap Glo

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

Service Provider

Client

Recitals

WHEREAS, Service Provider operates a business providing digital marketing, CRM integration, automation setup, and campaign implementation services under the brand name Keap Glo and represents it has the expertise to deliver the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain business services related to lead capture, campaign automation, and CRM configuration, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, term, and other material provisions of their relationship in this Agreement.

Scope of Work

Service Provider shall provide the services described below (the "Services"). The Services shall include configuration of Keap automation sequences, lead capture forms, list segmentation, email templates, integration with third-party systems as agreed, and training of Client personnel sufficient for operational use. Specific deliverables, acceptance criteria, and timelines are set forth in the Scope of Work field below.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. All amounts are stated in US dollars unless otherwise specified.

If Client fails to pay undisputed invoices within the time specified in the Invoicing and Due Date field, Service Provider shall be entitled to suspend performance until payment is received and to recover collection costs and reasonable attorneys' fees for enforcement of payment.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Termination for cause shall not relieve the breaching party of liability for damages resulting from the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party that is designated as confidential or that, given the nature of the information, should reasonably be understood to be confidential. Each party agrees to (i) protect Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Confidential Information shall not include information that is (A) publicly known through no breach of this Agreement, (B) rightfully received from a third party without restriction, or (C) independently developed without use of the other party's Confidential Information.

Intellectual Property

Except for Client Materials (as defined below), Service Provider shall retain all right, title and interest in and to any work product, methodologies, templates, code, configurations and know-how developed or used by Service Provider in performing the Services ("Service Provider IP"). Client is granted a non-exclusive, non-transferable license to use Service Provider IP solely for Client's internal business purposes in connection with the Services. Client represents and warrants that it owns or has the right to provide any materials it provides to Service Provider ("Client Materials") and that use of such materials by Service Provider as contemplated herein will not infringe third-party rights.

Warranties; Disclaimers; Indemnification

Service Provider warrants that it will perform the Services in a professional and workmanlike manner in accordance with applicable industry standards. EXCEPT FOR THE FOREGOING, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client shall indemnify and hold harmless Service Provider from claims, damages, liabilities and expenses arising from Client Materials, Client's misuse of deliverables, or Client's failure to provide accurate information necessary for performance.

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 laws principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If unresolved, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the governing state for resolution of disputes.

Entire Agreement; Amendments

This Agreement, including all exhibits, schedules and any statement of work executed under this Agreement, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify in writing. Notices shall be deemed delivered when received by hand delivery, confirmed electronic transmission, or three (3) days after deposit with a nationally recognized overnight courier.

Miscellaneous

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets provided the assignee assumes the assigning party's obligations. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

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