Stocksy Business Agreement

STOCKSY BUSINESS AGREEMENT

This Stocksy Business Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client engages Service Provider to perform the services described herein and Service Provider represents that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the provision, acceptance and payment for such services on the terms set forth below.

SCOPE OF WORK

Service Provider shall provide the goods and/or professional services described below (the "Services"). The Services will be performed in a professional and workmanlike manner in accordance with industry standards and the specifications set forth by Client.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below in accordance with the schedule and conditions provided.

All undisputed invoices shall be paid within the number of days specified in the Payment Schedule. Late payments shall accrue interest as set forth above and Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred as a result of late payment.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will expire on .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the intended termination date. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each recipient shall:

(a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted herein; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that (i) is or becomes publicly available through no fault of recipient; (ii) was rightfully known to recipient prior to disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by recipient without use of Confidential Information.

The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, provided that trade secrets shall remain subject to protection for so long as they retain the characteristics of a trade secret under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, Service Provider grants to Client a non-exclusive, non-transferable license to use deliverables delivered under this Agreement for Client's internal business purposes. Title and ownership of pre-existing materials, tools, software, and Service Provider's methodologies remain with Service Provider. Any transfer of intellectual property rights shall be set forth in writing and conditioned upon full payment of amounts due.

LIMITATION OF LIABILITY AND INDEMNITY

Except to the extent caused by willful misconduct or gross negligence, neither party shall be liable to the other for special, incidental, consequential or punitive damages. Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of this Agreement, negligence or willful misconduct; indemnifying party shall defend the claim at its expense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in a written instrument signed by both parties.

MISCELLANEOUS

Notices shall be in writing and delivered to the addresses listed above or to such other address as either party designates in writing. If any provision of this Agreement is held to be unenforceable, the remainder shall remain in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture or employment relationship.

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