Business Webstore Agreement

BUSINESS WEBSTORE AGREEMENT

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

RECITALS

WHEREAS, Client operates or intends to operate a retail business and desires an online webstore to market, sell, and process transactions for its goods and services; and

WHEREAS, Provider has expertise in designing, developing, configuring, hosting, and maintaining ecommerce webstores and related services and is willing to provide such services to Client under the terms of this Agreement.

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, term, and other material terms governing the relationship between them.

SCOPE OF WORK

Provider shall design, develop, configure, launch, host, and (if selected) maintain an electronic webstore for Client in accordance with the specifications and milestones below. Provider shall deliver work in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for Provider's performance. All fees are payable in United States currency unless otherwise agreed in writing. Unless otherwise stated, invoices are due within the number of days specified below from invoice date.

Provider may withhold deliverables, suspend hosting, or disable administrative access if Client fails to pay any undisputed invoice within the payment terms after receiving written notice and a five (5) day opportunity to cure.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as set forth herein.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within thirty (30) days after receipt of written notice. Termination shall not relieve Client of its obligation to pay for services performed or expenses incurred prior to termination. Upon termination Provider will, at Client's expense, provide a reasonable export of Client content and data in a commonly accepted format within thirty (30) days.

CONFIDENTIALITY

Each party (Recipient) will hold in confidence Confidential Information disclosed by the other party (Discloser) and will not disclose such information to any third party or use it except to perform under this Agreement. Confidential Information includes, without limitation, business plans, pricing, customer lists, proprietary technology, and non-public financial information. Confidentiality obligations survive termination for a period of five (5) years, except for trade secrets which remain protected so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Client retains ownership of Client-supplied content, trademarks, and product data. Provider retains ownership of pre-existing software, tools, templates, and code used in the development of the webstore (Provider Materials). Subject to full payment, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's business operations. Final transfer of source code or proprietary Provider Materials, if any, must be expressly agreed and may require additional fees.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality or intellectual property obligations, neither party will be liable for consequential, incidental, special, or punitive damages. The aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the amount of fees actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Client will indemnify Provider for third-party claims arising from Client content, product liability, or Client's breach of applicable laws. Provider will indemnify Client for third-party claims arising from Provider's infringement of third-party intellectual property to the extent caused by Provider's unmodified deliverables.

DATA SECURITY AND PRIVACY

Provider will implement commercially reasonable administrative, physical, and technical safeguards to protect Client data. Provider's obligations do not extend to breaches resulting from Client's misuse, negligence, or third-party acts outside Provider's control. Processing of payment card data is the responsibility of the designated payment processor; Provider will cooperate in applying reasonable security controls for gateway integration as specified in the scope.

SUPPORT & MAINTENANCE

Ongoing support, maintenance, and hosting services are provided only if expressly set forth in the Scope of Work or a separate statement of work. Support response times and included hours are set forth below; additional hours are billed at Provider's standard hourly rate.

WARRANTIES; DISCLAIMERS

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any attachments, statements of work, and change orders signed by both parties, 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.

MISCELLANEOUS

No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions will remain in full force. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of all or substantially all assets.

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