Business Services Smart Stor

BUSINESS SERVICES SMART STOR

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: , with principal place of business at and Client Name: , located at .

Recitals

WHEREAS, Service Provider is engaged in the business of providing business services, consulting, and technology solutions specifically tailored to storage and inventory operations under the trade name Smart Stor;

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider agrees to perform such services under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Scope of Work

Payment Terms

Client shall pay Service Provider the fees described below in consideration for the services and deliverables. All amounts are payable in United States dollars unless otherwise agreed in writing.

All invoices shall be payable within the period set forth in the Payment Schedule. Invoices not paid within the stated period shall accrue the Late Payment Fee and Service Provider may suspend performance if amounts due remain unpaid after written notice and a ten (10) day cure period, without prejudice to Service Provider’s other remedies.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following written notice. Either party may also terminate for convenience upon providing the other party the notice period specified above; Client shall pay Service Provider for all work performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party (Recipient) shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (Discloser) disclosed in connection with this Agreement. "Confidential Information" means non-public information, whether oral or written, 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, including business processes, pricing, customer lists, technical designs, and trade secrets.

The obligations of confidentiality do not apply to information that (a) is or becomes publicly available through no breach of this Agreement by Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided Recipient gives Discloser prompt written notice and cooperates with Discloser’s efforts to seek a protective order or other appropriate remedy.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any legal action arising under this Agreement shall be brought in a court of competent jurisdiction located in that state, and the parties irrevocably consent to such jurisdiction and venue.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR A PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY’S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Intellectual Property

Unless otherwise agreed in writing, Service Provider shall retain all right, title and interest in and to its pre-existing intellectual property and tools. Client shall receive a limited, non-exclusive, non-transferable license to use deliverables solely for Client’s internal business purposes, subject to full payment of all amounts due. Any custom materials developed for Client and expressly transferred in writing shall be assigned to Client upon full payment.

Entire Agreement; Amendment

This Agreement, including all exhibits and schedules attached hereto and any statements of work executed pursuant to this Agreement, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the contact information set forth below or to such other address as a party may specify in writing.

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