Business Services ViralSnare

BUSINESS SERVICES AGREEMENT — VIRALSNARE

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing digital marketing, content amplification, and viral media strategy services (collectively, "Services"); and

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

SCOPE OF WORK

Service Provider shall perform the Services as described below. Deliverables, milestones, and performance standards shall be as set forth in the Scope described by the parties.

PAYMENT TERMS

In consideration of the Services, Client shall pay Service Provider the fees set forth below in U.S. Dollars. Unless otherwise stated, amounts are exclusive of taxes, which shall be Client's responsibility.

Late fee applies after days from invoice date. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees, if applicable.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated pursuant to this Section.

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

CONFIDENTIALITY

"Confidential Information" means nonpublic business, technical, financial and other information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without a duty of confidentiality; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice and reasonably assists in limiting the scope of disclosure.

Receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. The obligations of confidentiality shall survive termination of this Agreement for years.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise expressly agreed in writing, Client shall retain ownership of Client materials and data provided to Service Provider. Service Provider grants Client a nonexclusive, nontransferable license to use deliverables for Client's internal promotional and commercial purposes upon full payment of fees. Service Provider retains the right to use aggregated, non-identifying performance metrics for internal analytics and case studies, provided such use does not disclose Client Confidential Information.

INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership or joint venture relationship between the parties. Each party is responsible for its own taxes, social charges and other withholdings arising from the performance of this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID 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 without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for any disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in connection with a sale of substantially all of its assets or equity.

Sign Now