Business Services MOCS DFY

BUSINESS SERVICES AGREEMENT — MOCS DFY

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: . The parties agree as follows:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing marketing operations and done-for-you services, including but not limited to campaign setup, optimization, analytics and related deliverables (collectively, "MOCS DFY Services");

WHEREAS, Client desires to retain Service Provider to perform certain MOCS DFY Services as described in this Agreement, and Service Provider is willing to perform such services under the terms and conditions set forth herein;

WHEREAS, the parties intend for this Agreement to set forth the parties' rights and obligations with respect to the Services, deliverables, payment and confidentiality;

SCOPE OF WORK

Service Provider shall perform the services and produce the deliverables described below. The Scope of Work shall include the specific tasks, milestones, deliverables, acceptance criteria and any applicable schedules.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below for the Services and Deliverables. All fees are exclusive of applicable taxes unless otherwise stated.

All undisputed amounts not paid when due shall accrue interest at the Late Payment Fee set forth above. Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on the Project Start Date specified above and shall continue until the Project Completion Date unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if such breach is not cured within fifteen (15) days after receipt of written notice specifying the breach. Upon termination, Client shall pay for Services performed and reasonable, non‑cancellable commitments incurred through the effective date of termination.

Termination for Convenience: Either party may terminate for convenience upon delivering the Notice Period stated above. Upon termination for convenience, Service Provider will deliver any work-in-progress and Client will pay for services performed through the effective date of termination plus any mutually agreed wind-down costs.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in any form 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.

Obligations: The receiving party shall (i) maintain Confidential Information in strict confidence using at least the same degree of care it uses with its own confidential information but not less than reasonable care; (ii) use Confidential Information solely for the performance of this Agreement; and (iii) not disclose Confidential Information to third parties except to its employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public through no breach of this Agreement; (b) was in the receiving party's possession prior to receipt; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without reference to Confidential Information. If disclosure is compelled by law or order, the receiving party shall provide prompt notice where lawful and permitted.

INTELLECTUAL PROPERTY

Ownership of Deliverables: Unless otherwise agreed in writing, Service Provider grants Client a worldwide, non-exclusive license to use deliverables for Client's internal business purposes upon full and final payment. Ownership of pre-existing materials, tools, methodologies and Service Provider's proprietary software and templates shall remain with Service Provider.

WARRANTIES; LIMITATIONS; INDEMNITY

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Indemnification: Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client's content, instructions or breach of this Agreement. Service Provider shall indemnify Client for third-party claims alleging that Service Provider's unmodified deliverables infringe a third party's intellectual property rights, provided Client gives prompt notice and cooperates in the defense.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses or contacts below by certified mail, nationally recognized courier, or email with confirmation of receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles. The parties will attempt in good faith to resolve disputes through negotiation prior to filing any action.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or joint venture relationship. The parties acknowledge they have the authority to enter into this Agreement.

Severability: If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Headings are for convenience and do not affect interpretation.

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