Online Business Teams Agreement

ONLINE BUSINESS TEAMS AGREEMENT

This Online Business Teams Agreement (the Agreement) is entered into as of the effective date set forth below by and between Service Provider: and Client Name: . The Service Provider and Client are each a Party and together the Parties.

WHEREAS

WHEREAS, Service Provider operates and manages distributed and remote business teams and offers staffing, management, and operational services for online business functions; and

WHEREAS, Client desires to engage Service Provider to provide personnel, team management, and related services described herein for the performance of Client's business activities, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Scope of Work

Service Provider shall provide online business teams and related management, coordination, and operational services (the Services) as described in the scope below. The Services shall include staffing, team supervision, training of assigned personnel, workflow management, performance reporting, and other services reasonably necessary for the delivery of the agreed deliverables.

2. Payment Terms

Client shall pay Service Provider for the Services in accordance with the schedule and amounts specified below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the invoice due date until paid in full. Client shall also reimburse reasonable collection costs and attorney fees incurred by Service Provider to recover past-due amounts.

3. Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon prior written notice to the other Party of not less than days. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and non-cancellable obligations incurred through the effective date of termination. Service Provider shall deliver to Client any completed deliverables and work in progress, and Client shall promptly return or destroy Confidential Information as required by this Agreement.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that reasonable under the circumstances should be understood to be confidential. Confidential Information includes, without limitation, business plans, pricing, customer lists, trade secrets, and proprietary processes.

The receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, and agents with a need-to-know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5. Intellectual Property

Except as otherwise agreed in writing, all pre-existing intellectual property of each Party remains the property of that Party. Service Provider assigns to Client, and Client accepts, exclusive ownership of deliverables specifically created for Client under this Agreement upon full payment of fees due for such deliverables. Service Provider retains ownership of general processes, methodologies, and tools developed or used in the performance of the Services.

6. Independent Contractor; Subcontracting

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Service Provider may engage subcontractors or third-party personnel to perform Services provided that Service Provider remains responsible for the performance of such subcontractors and compliance with this Agreement.

7. Indemnification and Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from third-party claims arising out of the indemnifying Party's gross negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. Notices

All notices under this Agreement shall be in writing and delivered to the addresses below or to such other address as a Party may designate in writing. Notices shall be effective upon receipt.

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 conflict of laws principles. The Parties shall attempt in good faith to resolve disputes by negotiation and, if unsuccessful, by mediation prior to commencing any litigation. Venue for any unresolved disputes shall be the state or federal courts located in the county of the governing law state.

10. Miscellaneous

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

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 connection with a merger or sale of substantially all of its assets.

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