B2B Agreement

I. Parties

Party A: [Your Company Name], a [State] corporation, with its principal place of business at [Your Company Address].

Party B: [Second Party Company Name], a [State] corporation, with its principal place of business at [Second Party Company Address].

II. Recitals

WHEREAS, Party A is engaged in the business of [Your Company’s Business].

WHEREAS, Party B is engaged in the business of [Second Party Company’s Business].

WHEREAS, Party A and Party B desire to enter into this Agreement to collaborate on a joint marketing campaign.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

III. Definitions

1. “Services” means software development, testing, and deployment services.

2. “Intellectual Property” means all patents, trademarks, copyrights, trade secrets, and other proprietary rights.

3. “Confidential Information” means any information disclosed by one party to the other that is designated as confidential or that, under the circumstances, should reasonably be considered confidential.

IV. Term and Termination

A. Term

This Agreement shall commence on [Start Date] and shall continue in full force and effect until [End Date], unless earlier terminated as provided herein.

B. Termination

This Agreement may be terminated by either party upon [00] days’ written notice to the other party in the event of a material breach of this Agreement that is not cured within [00] days of written notice.  

V. Services

A. Services to be Provided

Party A shall provide the following Services to Party B:

1. Custom software development for a new e-commerce platform.

2. Integration of the platform with existing systems.

3. Ongoing maintenance and support.

B. Performance Standards

Party A shall perform the Services in a professional and workmanlike manner, in accordance with industry standards and applicable laws.

VI. Payment Terms

A. Fees

Party B shall pay Party A a total of $[00] for the Services provided under this Agreement. This fee includes all costs associated with the development, testing, and deployment of the software.

B. Payment Schedule

Payment shall be made in three installments:

1. [00]% ($[00]) upon the signing of this Agreement.

2. [00]% ($[00]) upon the completion of the development phase.

3. [00]% ($[00]) upon the successful deployment of the software.

C. Invoicing

Party A shall submit invoices to Party B on a monthly basis. Invoices shall include a detailed breakdown of the services provided, the hours worked, and any applicable expenses.

VII. Intellectual Property

A. Ownership

Party A shall retain ownership of all Intellectual Property rights, including copyrights, trademarks, and trade secrets, developed or created in the performance of the Services.

B. License

Party A grants Party B a non-exclusive, non-transferable license to use the Intellectual Property solely for the purpose of operating the software developed under this Agreement.

VIII. Confidentiality

A. Confidential Information

Each party agrees to keep confidential all Confidential Information disclosed by the other party, including but not limited to business plans, financial information, customer lists, and technical data.

B. Exceptions

The confidentiality obligations shall not apply to information that is:

1. Publicly known or becomes publicly known through no fault of the receiving party.

2. Rightfully received from a third party.

IX. Limitation of Liability

A. Limitation

Neither party shall be liable for any indirect, incidental, special, or consequential damages, including loss of profits, arising out of this Agreement, regardless of the form of action, whether in contract, tort, or otherwise.  

X. Indemnification

A. Indemnification

Each party agrees to indemnify and hold harmless the other party from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or in connection with a breach of this Agreement by the indemnifying party.  

XI. Dispute Resolution

A. Dispute Resolution

Any dispute arising out of or in connection with this Agreement shall be resolved through binding arbitration1 administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in2 [City, State].

XII. Force Majeure

A. Force Majeure Events

Neither party shall be liable for failure to perform its obligations under this Agreement due to events beyond its reasonable control, such as acts of God, war, terrorism, or government regulations.  

XIII. Entire Agreement

A. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.  

XIV. Notices

A. Notices

All notices under this Agreement shall be in writing and sent by email to the following addresses:

For Party A: [Your Company Email]

For Party B: [Second Party Company Email]

XV. Governing Law and Jurisdiction

A. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California.  

B. Jurisdiction

Any legal action or proceeding arising out of or in connection with this Agreement shall be brought exclusively in the state or federal courts located in Santa Clara County, California.  

XVI. Assignment

A. Assignment

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except to an affiliate or successor-in-interest.  

XVII. Severability

A. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

XVIII. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Your Name]

[Your Company Name]

[Date]

[Representative's Name]

[Second Party Company Name]

[Date]

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