eCommerce Shopify Contract

eCommerce Shopify Contract

This eCommerce Shopify Contract (the "Agreement") is entered into on by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client operates an online retail business and utilizes the Shopify platform to list, sell and fulfill goods and related services; and

WHEREAS, Service Provider possesses specialized experience in Shopify theme development, app configuration, integrations, storefront optimization, and ongoing platform maintenance; and

WHEREAS, Client desires to engage Service Provider, and Service Provider agrees to perform the services described in this Agreement under the terms and conditions set forth below.

1. Scope of Work

Service Provider will perform the services described in this section (the "Services"). Services may include, without limitation, theme design and customization, development of storefront features, app installation and configuration, checkout optimization, payment and shipping integration, performance optimization, and testing. Specific Deliverables, Milestones, and Acceptance Criteria must be set forth below.

2. Payment Terms

Client shall pay Service Provider the fees for Services as set forth in this Section. All amounts are denominated in U.S. dollars unless otherwise agreed in writing.

Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of invoice receipt. Invoices will be delivered to Client at the notice address below.

Overdue amounts shall accrue interest at the lesser of % per month or the maximum permitted by law. Client shall also reimburse reasonable collection costs.

3. Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, continues until the End Date or until Services are completed and final payment is received.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach is not cured within days after written notice of breach.

Upon termination, Client shall pay Service Provider for Services performed and non-cancelable obligations incurred through the effective date of termination. Service Provider shall deliver work in progress and cooperate to facilitate an orderly wind-down as reasonably requested by Client.

4. Confidentiality

Each party (the "Receiving Party") agrees to keep confidential and not disclose or use, except for performance of its obligations under this Agreement, any Confidential Information of the other party (the "Disclosing Party"). Confidential Information includes non-public business information, customer lists, pricing, analytics, code, themes, credentials, and trade secrets but does not include information that is or becomes publicly available other than by breach of this Agreement, rightfully received from a third party without restriction, or independently developed without use of the other's Confidential Information.

The Receiving Party shall use commercially reasonable measures to protect Confidential Information and shall limit disclosure to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

5. Intellectual Property

Unless otherwise agreed in writing, Client shall own all right, title and interest in Deliverables specifically created for Client under this Agreement and paid in full (the "Work Product"). Service Provider hereby assigns all right, title and interest in Work Product to Client upon final payment. Service Provider retains ownership of its pre-existing tools, libraries, frameworks, and general skills, and grants Client a non-exclusive license to any such materials embedded in the Deliverables to the extent necessary for Client's use of the Deliverables.

6. Access, Credentials, and Third-Party Integrations

Client shall provide Service Provider with all necessary access and credentials (Shopify admin access, theme access, app accounts, and API keys) required to perform the Services within business days of the Effective Date. Client is responsible for third-party subscription fees unless otherwise stated.

7. Warranties, Disclaimer, and Liability

Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's sole and exclusive remedy for breach of this warranty will be re-performance of the defective Services or, where re-performance is not practicable, a refund of the fees paid for the affected Services.

EXCEPT FOR THE LIMITED WARRANTY ABOVE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SERVICE PROVIDER DOES NOT GUARANTEE SALES, CONVERSIONS, OR SEARCH RANKING.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

8. Indemnification

Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims arising from Client content, products sold through Client's store, Client-provided data, or Client's failure to comply with applicable laws. Service Provider shall indemnify Client for third-party claims that the Deliverables, as provided by Service Provider and used as permitted by this Agreement, infringe a third party's intellectual property rights.

9. 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 choice-of-law principles. The parties will attempt in good faith to resolve disputes promptly by negotiation. If the parties cannot resolve a dispute within thirty (30) days, either party may pursue any remedy available at law or in equity.

10. Entire Agreement

This Agreement (including any exhibits, statements of work, or attachments executed by the parties) constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, representations and communications, whether written or oral. No amendment or modification will be effective unless in writing signed by both parties.

11. Notices

All notices under this Agreement must be in writing and delivered to the addresses or emails provided below. Notice will be deemed given on receipt.

Additional Provisions

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