Business Services Troll Farm Agreement

BUSINESS SERVICES AGREEMENT — SOCIAL MEDIA MANAGEMENT

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

WHEREAS

WHEREAS, Client operates a business engaged in commercial activities and desires professional social media services to promote its legitimate business interests in compliance with applicable law and platform terms; and

WHEREAS, Service Provider represents that it is qualified to provide social media management and related business services and agrees to perform such services subject to the terms and prohibitions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. Scope of Work

Service Provider will provide the services described below and in any attachments incorporated by reference. The parties may attach a statement of work (SOW) that specifies deliverables, milestones, and performance standards.

2. Payment Terms

In consideration for services performed, Client will pay Service Provider as set forth below.

All fees are exclusive of taxes and platform-related charges. Client is responsible for any taxes, duties or levies imposed in connection with the services, unless otherwise agreed in writing.

3. Term and Termination

This Agreement commences on Start Date: and continues 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 effective termination date. Upon termination, Client will pay Service Provider for all services performed through the effective termination date and for non-cancellable obligations.

Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice of such breach. Termination will not relieve the breaching party of liability for breaches occurring prior to termination.

4. Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Non-Public Information of the other party. "Confidential Information" means all information disclosed in tangible or intangible form that is designated confidential or that a reasonable person would understand to be confidential.

Recipient will (a) keep Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as necessary to perform this Agreement and subject to confidentiality obligations at least as protective as those set forth herein, and (c) use Confidential Information only to perform its obligations under this Agreement. Confidentiality obligations survive termination for a period of three (3) years except for trade secrets, which remain protected to the extent permitted by law.

Service Provider acknowledges and agrees to the confidentiality obligations set forth above.

5. Compliance; Prohibited Conduct

Service Provider shall perform all services in compliance with all applicable laws, rules, and regulations, and with the terms of any third-party platforms used in connection with the services. Service Provider represents and warrants that it will not, under any circumstance:

(a) Create, operate, or coordinate networks of fake, inauthentic, or deceptive accounts; (b) engage in astroturfing, impersonation, automated bot-driven manipulation of discussions, targeted harassment, or the deliberate dissemination of false or misleading information; (c) facilitate the illicit acquisition of account credentials or access; or (d) assist Client in evading platform policies or applicable law. Any such conduct is expressly prohibited and will be a material breach of this Agreement.

Service Provider further represents and warrants that all content created and distributed will be truthful, not misleading, and will be clearly identified in accordance with applicable disclosure obligations.

Service Provider represents that it will comply with the prohibitions and representations above.

6. Indemnification

Service Provider shall indemnify, defend and hold harmless Client and its officers, directors, agents and employees from and against any claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Service Provider's breach of this Agreement, breach of representations or warranties, or Service Provider's unlawful or prohibited conduct described herein.

7. Limitation of Liability

Except for liability arising from willful misconduct, fraud, breaches of confidentiality, or indemnification obligations, neither party will be liable to the other for consequential, incidental, special, punitive or exemplary damages. The aggregate liability of either party for any claim arising out of this Agreement will 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.

8. Notices

All notices required or permitted under this Agreement will be in writing and delivered to the addresses below or such other addresses as the parties may designate in writing.

9. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

10. Entire Agreement

This Agreement, including any attachments and SOWs signed by the parties, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written agreements concerning its subject matter. No modification will be binding unless in writing and signed by both parties.

11. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be reformed only to the extent necessary to make it enforceable, and the remainder of the Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an acquirer of substantially all of its assets or business.

Representations of Authority

Each individual signing below represents and warrants that they have the authority to execute this Agreement on behalf of the party for whom they sign.

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