Vital MX IO Business Contract

Vital MX IO Business Contract

This Business Contract (the "Agreement") is made effective as of by and between:

Client Name:

Client Address:

Vendor Name:

Vendor Address:

WHEREAS

WHEREAS, Client desires to engage Vendor to perform certain advertising insertion order management, campaign delivery, and related digital media services as set forth herein; and

WHEREAS, Vendor represents that it has the capability, expertise, and personnel to perform the services described in this Agreement and will perform such services in accordance with industry standards; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services, fees, confidentiality, and other terms set forth below.

SCOPE OF WORK

Vendor shall perform the services and deliverables described below (the "Services"). The Services shall include all tasks reasonably necessary for completion of the deliverables and compliance with this Agreement.

PAYMENT TERMS

Client shall pay Vendor the fees as set forth below in exchange for the Services. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Vendor shall submit itemized invoices to Client. Payments are due within days of receipt of an accurate invoice. Disputed amounts must be notified in writing within the payment period.

Overdue amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Vendor for reasonable collection costs.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience upon days' prior written notice.

Upon termination, Client will pay Vendor for all Services performed and authorized expenses incurred through the effective date of termination. Vendor shall deliver all work in progress and Client shall return or destroy Vendor materials as requested.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is either designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall (a) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages would be inadequate and that, in addition to any other remedies, the disclosing party shall be entitled to seek injunctive relief.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising out of its gross negligence, willful misconduct, or breach of applicable laws in performing under this Agreement. The indemnifying party shall defend the claim at its expense.

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the federal and state courts located in .

ENTIRE AGREEMENT

This Agreement, including any exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Sign Now