Business Web Addendum

BUSINESS WEB ADDENDUM

This Business Web Addendum ("Addendum") is entered into as of by and between:

RECITALS

WHEREAS, the Company and Service Provider are parties to an existing agreement dated (the "Agreement"), pursuant to which Service Provider provides certain digital services; and

WHEREAS, the parties desire to amend and supplement the Agreement to set forth additional terms specific to website development, hosting, maintenance, analytics, and related web services as set forth in this Addendum.

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

1. SCOPE OF WORK

Service Provider shall provide web-related services including, but not limited to, website design and development, content integration, hosting, system administration, software updates, performance optimization, security monitoring, third-party integration (e.g., payment gateways, analytics), and ongoing support as described below. Specific deliverables, milestones, and acceptance criteria shall be set forth in the Scope of Work field.

2. PAYMENT TERMS

In consideration for the services rendered under this Addendum, the Company shall pay Service Provider in accordance with the amounts and schedule set forth below. All fees are due in U.S. dollars unless otherwise agreed in writing.

3. TERM AND TERMINATION

The term of this Addendum shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Addendum for material breach by the other party if such breach is not cured within the notice period specified above. Termination does not relieve the Company of payment obligations for services performed or incurred prior to termination. Upon termination, Service Provider shall deliver all work in progress and final deliverables to the Company and, if requested, provide reasonable transitional assistance for a commercially reasonable fee.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall treat as confidential all non-public information disclosed by the other party (the "Disclosing Party") in connection with this Addendum that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that (a) is or becomes public through no fault of the Receiving Party; (b) is already known to the Receiving Party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party.

The Receiving Party shall (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not use Confidential Information for any purpose other than performing obligations or exercising rights under this Addendum; and (iii) not disclose Confidential Information to any third party except to affiliates, employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. These obligations shall survive termination for a period of three (3) years, except for trade secrets, which shall be protected for as long as they remain trade secrets.

5. INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing tools, libraries, frameworks, and intellectual property used in providing the services ("Service Provider IP"). Upon full payment of fees due for custom deliverables, Service Provider grants to Company a perpetual, non-exclusive, worldwide license to use the delivered website, source files, and associated materials for its business operations, subject to the restrictions herein and any third-party license terms. If parties elect that deliverables constitute work made for hire, such election must be initialed below.

Company receives assignment of deliverable ownership upon full payment (assignment executed)
Service Provider retains ownership and grants Company a license as described above

6. WARRANTIES; LIABILITY; INDEMNITY

Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN THIS SECTION, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its negligent acts or willful misconduct in connection with this Addendum. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS ADDENDUM EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY THE COMPANY TO THE SERVICE PROVIDER UNDER THIS ADDENDUM DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. MAINTENANCE, SUPPORT, AND HOSTING

8. DATA; PRIVACY; THIRD-PARTY SERVICES

The parties acknowledge that the website may collect, process, or store personal data. Each party shall comply with applicable data protection laws. Service Provider shall implement reasonable technical and organizational measures to protect Company data. Company is responsible for obtaining consents required for data collection on its website and for compliance with privacy notices. Use of third-party services or plug-ins is subject to the terms of those third parties and may require separate agreements.

9. GOVERNING LAW; DISPUTE RESOLUTION

This Addendum shall be governed by and construed in accordance with the laws of the state of without regard to conflict-of-law principles. The parties shall first attempt in good faith to resolve any dispute through negotiation. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration in the governing state under the rules agreed by the parties, with the prevailing party entitled to recover reasonable attorneys' fees and costs.

10. ENTIRE AGREEMENT; AMENDMENT

This Addendum, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to such subject matter. Any amendment or modification to this Addendum must be in a writing signed by authorized representatives of both parties.

11. MISCELLANEOUS

Except as expressly modified by this Addendum, all terms and conditions of the Agreement remain in full force and effect. Neither party may assign its rights or obligations under this Addendum without the prior written consent of the other, provided that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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