Real Estate iHomeFinder Template

REAL ESTATE iHOMEFINDER TEMPLATE AGREEMENT

Parties and Effective Date

This Agreement is entered into by and between , Client, whose principal address is

and , Provider, whose principal address is

Effective Date:

WHEREAS

WHEREAS, Client is engaged in the business of marketing residential and commercial real estate listings and desires to license a configured iHomeFinder template and related integration services for the Client's website; and

WHEREAS, Provider has experience in configuring, customizing, and deploying iHomeFinder templates, IDX feed integration, and ongoing template support; and

WHEREAS, the parties desire to set forth the terms by which Provider will deliver the agreed services and Client will compensate Provider.

Scope of Work

Provider shall perform the services described below in a professional manner consistent with industry standards. Deliverables include template installation, IDX/feed configuration, theme styling, basic on-page search and lead capture configuration, and one round of revisions as set forth in the Scope of Work field.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the services rendered. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

All fees shall be payable upon receipt of an invoice unless otherwise specified. Failure to pay by the due date shall entitle Provider to suspend services after ten (10) days' written notice and to recover collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach where the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay fees incurred prior to termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public business, technical, and financial information disclosed by the other party (the "Disclosing Party") that is identified as 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 publicly known through no breach by the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use the Disclosing Party's Confidential Information solely to perform its obligations under this Agreement and shall not disclose such information to any third party except as necessary to perform the Services and to the Receiving Party's employees, contractors, or advisors who are bound by obligations of confidentiality at least as protective as those in this Agreement.

Intellectual Property and Data Ownership

Unless otherwise agreed in writing, Client retains ownership of all listing data and Client-provided content. Provider retains ownership of pre-existing software, templates, tools, and methodologies used to provide the Services. Upon full payment of fees owed, Provider grants Client a non-exclusive, non-transferable license to use any customized template files delivered as part of this Agreement solely in connection with Client's website. Provider may use anonymized, aggregated data for analytics and improvement of services, provided no Confidential Information or Client-identifying data is disclosed.

Support, Warranties and Limitations of Liability

Provider will perform the Services in a professional manner consistent with industry standards. Provider does not warrant uninterrupted or error‑free operation of third‑party IDX feeds or hosting environments. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense at the indemnifying party's expense.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within the chosen state.

Entire Agreement

This Agreement, together with any exhibits or attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

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