Miscellaneous Estores Template

MISCELLANEOUS ESTORES TEMPLATE

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: (Service Provider) and Client Name: (Client). Service Provider and Client are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Service Provider operates and provides professional e-commerce setup, storefront management, and related technical and marketing services for online retail platforms; and

WHEREAS, Client desires to engage Service Provider to perform services related to Client's online store (the "Project") under the terms and conditions set forth herein; and

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

1. PARTIES' CONTACT INFORMATION

2. SCOPE OF WORK

Service Provider shall perform the services described below in a professional manner consistent with industry standards. The scope may include storefront configuration, product listing and categorization, payment gateway integration, basic search engine optimization, and periodic maintenance.

3. PAYMENT TERMS

Client shall pay Service Provider the total compensation set forth below in exchange for the performance of the Scope of Work. All amounts are stated in US Dollars and exclude applicable sales tax unless otherwise stated.

Unpaid amounts shall accrue interest at the lesser of (a) a rate of % per month, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

4. TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience by providing written notice to the other Party at least days prior to the effective date of termination. Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

5. CONFIDENTIALITY

Each Party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public information provided by the other Party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information as required by law or legal process, provided it gives the Disclosing Party prompt notice to allow the Disclosing Party to seek an appropriate protective order or other relief.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools used in performing the services. Upon full payment of amounts due, Service Provider assigns to Client any deliverable materials specifically created for Client under this Agreement and identified as deliverables, subject to Service Provider's retention of underlying tools, templates, and methodologies.

7. REPRESENTATIONS; INDEPENDENT CONTRACTOR

Each Party represents that it has the authority to enter into this Agreement. Service Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Service Provider shall be responsible for all withholding taxes and other statutory obligations arising from its performance.

8. LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality or willful misconduct, in no event shall either Party be liable to the other for special, consequential, incidental, punitive or exemplary damages. Service Provider's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations, understandings, and agreements. Any modification or amendment must be in writing signed by both Parties.

11. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by notice in accordance with this Section. Notices shall be deemed given when delivered in person, or three (3) business days after deposit with a nationally recognized overnight courier, or upon confirmed delivery by electronic mail with confirmation of receipt.

12. 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 Party, except that Service Provider may assign to an affiliate or successor in interest.

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