Business Services Smart Zip

Business Services Smart Zip — General Business Agreement

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing commercial and technical business services, including data integration, campaign management, and analytics, and has agreed to perform certain services for Client; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement, and Service Provider agrees to perform those services subject to the terms set forth herein.

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

Scope of Work

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for Services performed pursuant to this Agreement.

All amounts are payable in United States dollars unless otherwise agreed in writing. Client is responsible for any applicable sales, use, or similar taxes.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Termination for cause is permitted where a material breach is not cured within thirty (30) days after written notice of such breach.

Confidentiality

"Confidential Information" means nonpublic information disclosed by either party to the other, whether oral, written, electronic or otherwise, 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. Confidential Information includes business plans, customer lists, pricing, technologies, trade secrets, and data.

Each party shall: (a) maintain the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information for any purpose other than performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth in this Agreement.

Confidential Information does not include information that: (i) was rightfully known to the receiving party prior to disclosure; (ii) becomes publicly available without breach of this Agreement; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law, provided the disclosing party gives prompt notice and cooperates in seeking a protective order.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising out of gross negligence, willful misconduct, or breach of confidentiality by the indemnifying party. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes, unless the parties mutually elect arbitration in writing.

Entire Agreement

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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