E-commerce Upgrade Agreement

E-commerce Upgrade Agreement

This E-commerce Upgrade Agreement (the Agreement) is made and entered into as of Effective Date: by and between Service Provider: and Client: .

RECITALS

WHEREAS, Client operates an existing e-commerce website and desires specific upgrades, enhancements, and integrations to improve functionality, user experience, security, and payment processing;

WHEREAS, Service Provider has the technical experience and capability to perform the upgrade services described below and is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the upgrades, deliverables, schedule and payment for the work to be performed.

SCOPE OF WORK

Service Provider shall perform the services (the Services) described below. The Services include design, development, testing, deployment, and post-deployment verification necessary to upgrade Client's e-commerce platform in accordance with the specifications agreed by the parties.

Core upgrade components (select all that apply):

Front-end redesign & performance optimization
Back-end architecture & API integration
Payment gateway integration and PCI compliance assistance
Security hardening, SSL, and intrusion protection
Data migration and catalog transfer

PAYMENT TERMS

Client shall pay Service Provider for the Services as follows:

Late payments shall incur a late fee calculated as:

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 of days to the other party.

In the event of material breach, the non-breaching party may terminate if the breaching party fails to cure within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means any oral, written or electronic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including but not limited to business plans, pricing, customer lists, source code, and technical specifications.

Receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to third parties except as permitted herein; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. These obligations survive termination for a period of years.

Confidential Information does not include information that: (i) is or becomes public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to what is required.

WARRANTIES, LIMITATIONS, AND ASSIGNMENT

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.

Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets related to this Agreement.

NOTICES

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

GOVERNING LAW AND DISPUTE RESOLUTION

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. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If the dispute is not resolved by negotiation within 30 days, either party may seek any remedy available at law or in equity.

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture or employment relationship between them.

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