Business Services Shipedge Agreement

Business Services Shipedge Agreement

This Business Services Shipedge Agreement ("Agreement") is entered into as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing logistics, fulfillment, inventory management, software integration and related shipping services (collectively, "Services");

WHEREAS, Client desires to retain Service Provider to perform certain Services for Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the respective rights and obligations of the parties with respect to the performance, payment and confidentiality of the Services.

Scope of Work

Service Provider shall perform the Services described below in accordance with the terms of this Agreement. The parties acknowledge that the Services may include, without limitation, order fulfillment, inventory storage and management, shipping label generation, carrier coordination, returns processing, system integrations, reporting and related technical and operational support.

Payment Terms

Client shall pay Service Provider the fees set forth in this section in consideration for Services performed. Fees shall be invoiced in accordance with the agreed schedule and are due when invoiced unless otherwise specified.

Payments are due within days of Client's receipt of an undisputed invoice. Overdue amounts shall bear interest at the lesser of (a) a rate of % per month (or the maximum lawful rate), or (b) USD late charge per invoice period, plus all costs of collection, including reasonable attorneys' fees.

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 convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed or costs reasonably incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether tangible or intangible, including commercial, financial, technical, customer, and operational information. Each party agrees: (a) to hold Confidential Information of the other in strict confidence; (b) not to use Confidential Information except as necessary to perform under this Agreement; and (c) not to disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available other than by a breach of this Agreement; (ii) is rightfully known to the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction. A receiving party may disclose Confidential Information if required by law, provided the receiving party gives prompt notice and cooperates with reasonable efforts to obtain a protective order or limit disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising out of or relating to this Agreement.

Miscellaneous

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of a party's gross negligence, willful misconduct or breach of its representations, warranties or obligations under this Agreement.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for special, incidental, consequential, punitive or exemplary damages, whether based in contract, tort or otherwise, even if apprised of the possibility of such damages. The aggregate liability of either party arising out of this Agreement shall not exceed the amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Entire Agreement

This Agreement, including any exhibits or schedules hereto expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, agreements, representations and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

Notices shall be given in writing to the addresses set forth above or such other address as a party may designate by notice. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

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