Legal Shipedge Agreement

LEGAL SHIPEDGE AGREEMENT

This Legal Shipedge Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at: , and Provider Name: with principal place of business at: . Client and Provider each may be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider maintains and operates logistics management software and related services commonly used for order fulfillment, inventory management, shipping integration and related support (collectively, the "Platform"); and

WHEREAS, Client desires to obtain access to and use the Platform and related professional services under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide access to the Platform and perform services for Client on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non‑public information disclosed by a Party to the other Party in any form 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, technical and financial information, customer data, pricing, and trade secrets.

1.2 "Deliverables" means any tangible or intangible results delivered by Provider to Client pursuant to this Agreement, including custom configurations, documentation and reports.

2. SERVICES; LICENSE

2.1 Services. Provider will provide the Platform and the Services described in Service Scope: Provider will use commercially reasonable efforts to perform Services in a professional manner consistent with industry standards.

2.2 License. Subject to Client's timely payment of Fees and compliance with this Agreement, Provider grants Client a non‑exclusive, non‑transferable, revocable license to access and use the Platform solely for Client's internal business operations during the Term.

2.3 Restrictions. Client shall not (a) sublicense, rent or lease the Platform; (b) reverse engineer the Platform except to the extent permitted by applicable law; (c) remove or alter proprietary notices; or (d) use the Platform to transmit malware, infringing material, or otherwise in violation of applicable laws.

3. FEES AND PAYMENT

3.1 Taxes. Fees are exclusive of taxes. Client shall be responsible for all sales, use or similar taxes, fees or charges imposed by any governmental authority, except taxes on Provider's net income.

3.2 Late Payment. Provider may suspend Client's access to the Platform if any undisputed amount is more than thirty (30) days overdue. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. TERM AND TERMINATION

4.1 Term. This Agreement commences on the Effective Date and continues for the Initial Term and any renewal terms unless terminated in accordance with this Section.

If checked, the Agreement will automatically renew for successive one (1) year periods unless either Party provides written notice of non‑renewal at least days prior to the end of the then-current term.

4.2 Termination for Cause. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within thirty (30) days of written notice specifying the breach.

4.3 Effect of Termination. Upon termination, Client shall immediately cease use of the Platform and Provider shall invoice Client for all unpaid Fees incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each Party shall protect the other Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and shall not use or disclose such Confidential Information except as permitted by this Agreement.

5.2 Exceptions. Confidential Information does not include information that is: (a) publicly known through no fault of the receiving Party; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) required to be disclosed by law, provided the receiving Party gives prompt written notice where permitted and takes reasonable steps to limit disclosure.

5.3 Return or Destruction. Upon termination or request, the receiving Party shall return or destroy Confidential Information and certify destruction upon request, except to the extent retention is required by law or reasonable backup procedures.

6. DATA PROTECTION

6.1 Data Processing. Provider will process Client Data only on Client's documented instructions and will maintain appropriate administrative, physical and technical safeguards to protect Client Data against unauthorized access, disclosure, alteration or destruction.

6.2 Breach Notification. Provider shall notify Client without undue delay upon becoming aware of any confirmed security incident resulting in unauthorized access to Client Data and shall cooperate with Client to mitigate and remediate the incident.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Provider retains all right, title and interest in and to the Platform, Provider's pre‑existing software, and any Provider intellectual property, and nothing in this Agreement shall convey ownership of Provider's intellectual property to Client. Client retains ownership of Client Data.

7.2 Feedback. Client agrees that any suggestions, enhancement requests or other feedback provided to Provider may be used by Provider without restriction and Provider will own all intellectual property rights in any improvements or modifications.

8. WARRANTIES; DISCLAIMER

8.1 Limited Warranty. Provider warrants that it will provide Services in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Client's exclusive remedy and Provider's sole liability shall be re‑performance of the nonconforming services.

8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES AND PLATFORM ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall defend, indemnify and hold Client harmless from and against any third‑party claim alleging that the Platform, as delivered by Provider and used in accordance with this Agreement, infringes a third party's issued patent, copyright or other intellectual property right. Provider's obligations do not apply to the extent the claim arises from Client Data, Client's combination of the Platform with third‑party products, or use not in accordance with documentation.

9.2 Client Indemnity. Client shall defend, indemnify and hold Provider harmless from and against third‑party claims arising from Client's breach of this Agreement, Client Data, or Client's misuse of the Platform.

10. LIMITATION OF LIABILITY

10.1 Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR THE LIABILITY CAP AMOUNT SPECIFIED ABOVE, WHICHEVER IS GREATER.

10.2 Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. INSURANCE

Provider shall maintain in force commercial general liability and professional liability insurance coverage in amounts customary for providers of similar services. Upon reasonable request, Provider shall furnish certificates evidencing such coverage.

12. NOTICES

Notices shall be in writing and given by hand delivery, nationally recognized overnight courier, certified mail (return receipt requested) or email (with delivery confirmation) to the addresses above and shall be effective upon receipt.

13. ASSIGNMENT

Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

14. AMENDMENT; WAIVER

This Agreement may only be amended by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to its conflicts of law rules.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 Entire Agreement. This Agreement, together with any statements of work and appendices incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, proposals, or representations, oral or written, concerning the subject matter hereof.

16.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision achieving substantially the same economic effect.

17. COUNTERPARTS; EXECUTION

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument. A facsimile or electronic signature shall be binding for all purposes.

18. MISCELLANEOUS

18.1 Force Majeure. Neither Party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including natural disasters, acts of government, or failures of third‑party services, provided the affected Party uses reasonable efforts to resume performance.

18.2 Compliance. Each Party shall comply with applicable laws in performing its obligations under this Agreement, including applicable data protection and export control laws.

Sign Now