E-commerce Shopify Agreement

E-COMMERCE SHOPIFY AGREEMENT

This E-commerce Shopify Agreement ("Agreement") is entered into as of Date: by and between Service Provider: and Merchant: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing e-commerce design, development, configuration and maintenance services for online stores hosted on the Shopify platform, including theme customization, application integration, payment gateway configuration, and operational support; and

WHEREAS, Merchant operates an online retail business and desires to engage Service Provider to perform the services described in this Agreement and Merchant desires to secure certain rights and protections with respect to Merchant data, intellectual property and commercial terms; and

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

Scope of Work

Service Provider will provide professional services for Merchant's Shopify store, which may include store setup, theme design and customization, product import and configuration, app integration, payment and shipping setup, quality assurance testing, and post-launch support as specified below. The services to be performed and deliverables are described with specificity in the section below.

Payment Terms

Merchant shall pay Service Provider the fees set forth below in exchange for the services and deliverables. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be issued in accordance with the payment schedule. Payment is due within days of invoice receipt unless otherwise agreed in writing.

Late payments shall accrue interest at a rate of % per month, compounded monthly, or a flat late fee of , whichever is greater. Service Provider may suspend services for amounts overdue by more than days after notice of nonpayment.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the other party with no less than days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Upon termination, Merchant shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Merchant all work-in-progress and final deliverables for which Merchant has paid in full.

Confidentiality

"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, pricing, customer lists, merchant data, source files and technical information. Each party agrees: (a) to hold the other party's Confidential Information in strict confidence; (b) not to disclose such information to any third party except as necessary to perform this Agreement; and (c) to use Confidential Information solely for performance of this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was known by the receiving party without restriction prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of Confidential Information.

Intellectual Property and License

Merchant retains all right, title and interest in and to Merchant's pre-existing trademarks, trade names, logos, product content and other intellectual property. Service Provider retains ownership of pre-existing tools, frameworks and methodologies. Subject to Merchant's payment in full, Service Provider grants to Merchant a perpetual, non-exclusive, worldwide license to use final deliverables created specifically for Merchant under this Agreement for Merchant's business operations.

Service Provider warrants that any deliverables provided are original and do not knowingly infringe third-party intellectual property rights. Merchant grants Service Provider a limited, non-exclusive license to use Merchant-provided content solely to perform the services under this Agreement.

Data Protection and Platform Compliance

Each party shall comply with applicable data protection laws in the collection, processing and storage of personal data. Merchant acknowledges that the Shopify platform and third-party integrations may impose separate terms and policies; Service Provider will notify Merchant of third-party requirements and will implement reasonable measures to configure integrations consistent with Merchant instructions.

Indemnification and Limitation of Liability

Merchant agrees to indemnify, defend and hold harmless Service Provider from claims arising out of Merchant's products, content, pricing or business practices. Service Provider agrees to indemnify Merchant for claims arising from Service Provider's breach of intellectual property representations.

EXCEPT FOR WILLFUL MISCONDUCT OR LIABILITY ARISING FROM GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY MERCHANT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices are effective upon receipt.

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 law principles.

Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior understandings and agreements. No amendment or modification shall be binding unless 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 remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other except to an affiliate or in connection with a sale of substantially all assets.

Sign Now