Business Services OpenSooq Agreement

BUSINESS SERVICES OPENSOOQ AGREEMENT

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

Client Name:    Client Entity Type: Corporation LLC Individual

Service Provider Name:    Provider Entity Type: Corporation LLC Individual

RECITALS

WHEREAS, Client operates a business that seeks to advertise, list, and promote products and services through online classifieds and related business services; and

WHEREAS, Service Provider operates and maintains a marketplace and offers listing, promotional, and account management services (collectively, the Services); and

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform the Services for Client on the platform operated by Service Provider under the trade name OpenSooq.

SCOPE OF WORK

Service Provider shall perform the Services described below in accordance with the terms of this Agreement. The parties acknowledge that the nature and volume of Services may be adjusted by written amendment to this Agreement.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the amounts and schedule set forth below. All amounts are stated in the currency agreed between the parties and are exclusive of taxes unless otherwise stated.

If any undisputed amount is not paid within days after the invoice due date, Client shall pay a late fee equal to % per month on the outstanding balance, or a flat fee of , whichever is greater.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered no fewer than days to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within 15 days after receipt of written notice specifying the breach. Termination does not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Recipient) in any form that is designated confidential or that a reasonable person would understand to be confidential under the circumstances, including business plans, pricing, customer lists, technical data, and trade secrets.

Recipient shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to those of Recipient's employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes generally known to the public without breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed by Recipient without reference to Confidential Information.

Upon termination or request of the Disclosing Party, Recipient shall promptly return or destroy Confidential Information and certify in writing its compliance. The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND LICENSES

Client grants Service Provider a non-exclusive, non-transferable license to use Client-owned trademarks, logos, and content solely to provide the Services described in this Agreement. All materials, tools, and intellectual property developed by Service Provider prior to or independently of this Agreement shall remain the sole property of Service Provider. Unless otherwise agreed in writing, deliverables created specifically for Client pursuant to this Agreement shall be owned by Client upon full payment of all amounts due; Service Provider retains the right to use general know-how and anonymized performance data for benchmarking and internal purposes.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA. EACH PARTY'S AGGREGATE LIABILITY UNDER 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.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within 30 days, disputes shall be resolved by binding arbitration in the stated jurisdiction unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and written amendments 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 to this Agreement must be in writing and 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 below or to such other address as either party may designate by notice to the other. Notices shall be effective upon receipt.

MISCELLANEOUS

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

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