Business Services SMM68

Business Services SMM68

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

Client Name: , Address:

Service Provider Name: , Address:

WHEREAS

WHEREAS, Service Provider represents that it possesses the professional skill, experience and resources necessary to perform social media, marketing and related business services described herein; and

WHEREAS, Client desires to engage Service Provider to provide such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, term, confidentiality and other terms governing the parties' relationship in writing.

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") and shall deliver the identified deliverables in accordance with the schedule agreed by the parties. The Services include but are not limited to social media strategy, content creation, posting, community management, analytics reporting, and campaign optimization.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are exclusive of taxes unless otherwise stated and are payable in US dollars.

One-time upon execution    Monthly retainer    Milestone-based payments

A late fee of percent per month (or the maximum permitted by law, if less) will be assessed on any overdue amount. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting delinquent amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Upon termination, Client shall pay Service Provider for all Services performed and authorized expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, limitation of liability, governing law and survival shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party 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 plans, customer lists, creative materials, pricing, and trade secrets.

Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose such Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that: (i) is or becomes publicly known other than through a breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without reference to the other party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice to permit the other party to seek protective measures.

The obligations in this Section shall remain in effect during the term of this Agreement and for years following termination.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, damages, liabilities and expenses arising out of the indemnifying party's breach of this Agreement, willful misconduct, or gross negligence.

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF THE CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO 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.

RELATIONSHIP OF THE PARTIES

Service Provider shall perform the Services as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, agency, partnership or joint venture relationship between the parties. Service Provider is solely responsible for all taxes and withholdings arising from compensation paid for Services.

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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. Notices under this Agreement shall be delivered in writing to the addresses provided above.

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