Business Services Mart App

BUSINESS SERVICES MART APPLICATION AND SERVICES AGREEMENT

Parties and Application Information

WHEREAS

WHEREAS, Service Provider operates and maintains the Business Services Mart App platform and offers business services, consulting, and related deliverables to subscribing clients; and

WHEREAS, Applicant desires to engage Service Provider to provide the services described in the Scope of Work below, and Service Provider is willing to provide such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services and deliverables described below. The scope may include platform setup, consulting, content creation, technical integration, maintenance, and related tasks as specifically agreed in writing.

Payment Terms

Client shall pay Service Provider the fees set forth in this section in exchange for the performance of the Scope of Work. All fees are due in United States dollars unless otherwise agreed in writing.

Late payments will incur interest and administrative charges as set forth below.

If any payment is not received within the period specified in the Payment Schedule, Service Provider may suspend performance until payment, and shall be entitled to recover collection costs and reasonable attorneys' fees incurred in enforcing payment obligations.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the End Date specified below, unless earlier terminated in accordance with this Agreement.

Effective Date:

End Date:

Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within the notice period specified above. Service Provider may also terminate immediately for nonpayment. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to third parties except to those employees, agents, or contractors with a need to know; and (c) use it only to perform obligations under this Agreement. Confidential obligations shall survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

Representations; Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider represents that it will perform services in a professional manner consistent with industry standards. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, SERVICE PROVIDER'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID BY CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE SIX MONTH PERIOD PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

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 agree to attempt in good faith to resolve disputes by negotiation, and if unresolved, disputes shall be resolved by binding arbitration in the county where the Service Provider has its principal place of business unless otherwise agreed in writing.

Entire Agreement

This Agreement, together with any exhibits, schedules, or attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Acknowledgement

By signing below, the undersigned certify that they are authorized to enter into this Agreement on behalf of the respective party and accept the terms, including the payment obligations and confidentiality provisions.

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