Business Services Shoptelligence

Business Services Shoptelligence

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

RECITALS

WHEREAS, Client requires business intelligence, retail analytics, and advisory services to improve retail performance, online conversions, and in-store merchandising; and

WHEREAS, Service Provider is engaged in the business of providing business analytics, market research, software-enabled insights, and consulting services branded as Shoptelligence and represents it has the expertise, personnel and systems necessary to perform the services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client.

SCOPE OF WORK

Service Provider shall perform the services described below and deliver the specified deliverables in accordance with the schedule agreed by the parties. The scope may include data ingestion, analytics modeling, dashboard creation, monthly reporting, and advisory sessions.

PAYMENT TERMS

Client will pay Service Provider fees in consideration for the services and deliverables described in this Agreement. Fees and payment schedule are set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys’ fees, incurred to collect past-due amounts.

TERM AND TERMINATION

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

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public business, technical, product, financial, customer and pricing information disclosed by a disclosing party to the receiving party, whether disclosed orally, visually, in writing or in electronic form. Receiving party shall: (a) hold Confidential Information in confidence using 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 under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations. Confidential Information does not include information that: (i) becomes public other than by a breach of this Agreement; (ii) was in the receiving party’s lawful possession without restriction prior to disclosure; or (iii) is independently developed without use of the other party’s Confidential Information.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction of: without regard to its conflicts of law principles. The parties will attempt in good faith to resolve any dispute arising out of this Agreement through negotiation between senior representatives. If the dispute is not resolved within a reasonable period, the parties may seek remedies available at law or in equity.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages, lost profits or lost business opportunity, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising under or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendments or modifications 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 set forth below or to such other address as a party may designate in writing. Notices shall be deemed given when delivered personally, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier.

Sign Now