Business Services Open Sooq

Business Services Open Sooq - General Business Agreement

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

Recitals

WHEREAS, Client is engaged in the business of operating an online marketplace and requires specialized business services for the operation and monetization of that marketplace; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to provide the services described in this Agreement and is willing to provide such services to Client under the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described below for Client (the "Services"). The Services shall include all tasks, deliverables, milestones and performance standards set forth in this Section and any attachments incorporated by reference.

Payment Terms

Client shall pay Service Provider the fees and expenses as set forth in this Agreement. Unless otherwise stated, all fees are exclusive of taxes and reimbursable out-of-pocket expenses.

Invoices submitted by Service Provider are due within days of receipt. Late payments shall incur a late fee of per month (or the maximum permitted by law) plus reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches this Agreement and such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is received from a third party without breach of an obligation of confidentiality; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice so that the other party may seek protective relief.

Each party agrees to (i) use Confidential Information only for the performance of its obligations under this Agreement; (ii) take reasonable measures to protect Confidential Information from unauthorized disclosure using at least the same degree of care it uses to protect its own confidential information; and (iii) return or destroy Confidential Information upon termination or request.

Intellectual Property

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in deliverables specifically created for Client under this Agreement, and Client shall own such deliverables as "works made for hire." Service Provider shall retain ownership of pre-existing materials and tools, but grants Client a nonexclusive, royalty-free license to any Service Provider materials incorporated in deliverables solely to the extent necessary for Client's use of such deliverables.

Representations, Warranties and Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of applicable law.

Independent Contractor

Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider is solely responsible for withholding and paying all employment taxes and other payroll obligations for its personnel.

Dispute Resolution

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration in the jurisdiction selected under Governing Law below, with each party bearing its own costs except as the arbitrator may award.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles.

Entire Agreement

This Agreement, together with any written attachments or exhibits signed by both parties, 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. Any amendment must be in writing and signed by both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. Notices are effective upon receipt.

Miscellaneous

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

Sign Now