This BUSINESS CONTRACT (Agreement) is made on [DATE] (“Effective date”) by and between [COMPANY NAME], with a business address at [ADDRESS] (“Client”), and Gorzini LLC, with a business address at 807 S Post Oak LN, #2305, Houston Texas, 77056 (“ Service Provider”).
The Client and the Service Provider shall be jointly referred to as “Parties”
IN CONSIDERATION OF the premises, covenants and mutual understanding herein, the parties to this contract do agree as follows:
- SERVICE PROVIDER’S OBLIGATIONS
- Service Provider will set up and run online sales for client’s products in different online marketplaces including but not limited to Amazon, eBay, Walmart, Wish.com, overstock.com.
- Service Provider will perform and manage all the sales, advertising, promotions and customer services for all those online channels.
- Service Provider will exercise its best efforts to perform Services in a professional, timely and diligent manner at a 15% commission on the revenue generated by all the sale channels it manages.
- CLIENT’S OBLIGATIONS
- Client will cover all the costs associated with advertisings, sales, promotions, listings, copywriting, and logistics to all third parties, but will not pay any fees other than the agreed commission to Provider for any of these services.
- Client will be responsible for shipping sold products to the customers. Service Provider will help Client in managing and optimizing this operation but will not provide any manpower for that.
- If Client provides any equipment, tools and/or materials, it will be used exclusively for Client related projects and it will be returned at the conclusion of the work described in this Agreement. No subcontractors or consultants shall be engaged to carry out any part of the Services without prior written permission of Client.
The term of this Agreement is for 20 years from the date of its execution (Effective Date”) by Service Provider or until the completion of the work described in any Statement of Work, whichever comes last.
Service Provider will invoice Client for Services performed within 30 days of performance. Client will pay the Service Provider as set forth in this agreement within 7 days of receipt and acceptance of such invoice. It is understood that payments to Provider for services rendered shall be made in full as agreed, without any deductions for taxes of any kind whatsoever, in conformity with Provider’s status as an independent contractor.
- INTELLECTUAL PROPERTY
- Client will retain ownership of any data, information or intellectual property furnished to Service Provider in connection with this Agreement.
- Service Provider will own any intellectual property that results from the Services, including without limitation sales channel’s accounts, listings, feedbacks, and reviews.
- Client may use Service Provider Intellectual Property solely in connection with this agreement.
- Service Provider may use Client Intellectual Property solely in connection with this agreement.
- Client may not transfer, sell, or otherwise dispose of any Provider Proprietary Items without the prior written consent of Provider.
- Service Provider may not transfer, sell, or otherwise dispose of any Client Proprietary Items without the prior written consent of Provider.
- This license gives no title or ownership rights in Provider Intellectual Property or related intellectual property to Client.
- This license gives no title or ownership rights in Client Intellectual Property or related intellectual property to Provider.
For purposes of this Agreement, the term “Information” shall mean any information that Provider may receive from Client pursuant to this Agreement where such information (a) if Provider receives it in written form, is marked “Confidential” and (b) if Provider does not receive it in written form, is declared by Client in writing to be confidential within thirty (30) days after disclosure.
Provider shall maintain the Information in confidence with the same degree of care it holds its own confidential information. Provider shall not use the Information except to perform the Services.
Provider will disclose the Information only to its officers and employees directly concerned with the Statements of Work, but will neither disclose the Information to any third party nor use the Information for any other purpose.
Provider’s obligation of nondisclosure and the limitations upon the right to use the Information shall not apply to the extent that Provider can demonstrate that the Information:
- was in the possession of Provider prior to the time of disclosure; or
- is or becomes public knowledge through no fault or omission of Provider; or
- Is obtained by Provider from a third party under no obligation of confidentiality to Client.
All obligations of Provider under this Section shall survive the termination of this Agreement for a period of one (1) year.
Provider shall have the exclusivity to sell Client’s products on all online channels that is managed by Provider. Client agrees to not sell any of its products on any of those sale channels either directly or indirectly for the duration of this agreement.
Provider understands that, since Provider is an independent contractor, any personal injury or property damage suffered by Provider in the course of carrying out any duties under this Agreement will be Provider’s sole responsibility. No worker’s compensation insurance shall be obtained by Client concerning Provider or any of Provider’s employees.
Client agrees to indemnify and hold Provider harmless against all claims, demands, suits, liabilities, losses, damages or injuries (collectively “Liabilities”) that arise out of Client’s use of the Services, except to the extent such Liabilities result from the wrong doing of Provider. Provider agrees to indemnify and hold Client harmless against all claims, demands, suits, liabilities, losses, damages or injuries that arise out of Provider’s performance of this Agreement, except to the extent such Liabilities result from the negligence or wrong doing of Client.
- LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR LOSS OF PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY.
Any notices permitted or required pursuant to this Agreement shall be deemed effective if made in writing and sent, postage prepaid, return receipt requested, or by overnight delivery, as follows:
If to Client: [ADDRESS]
If to Service Provider: 807 S Post Oak LN, #2305, Houston, Texas, 77056
- ENTIRE AGREEMENT
This Agreement sets forth the entire agreement between Client and Service Provider as to its subject matter. None of the terms of this Business Contract shall be amended except in writing signed by both parties.
- TERMINATION FOR CONVENIENCE
Client may not terminate this Agreement or any Statement of Work without cause in any situation.
- TERMINATION FOR BREACH
If either party breaches this Agreement, the other may terminate this Agreement if the breaching party does not cure the breach within thirty (30) days of written notice of same. Termination shall be without prejudice to any rights which may have been accrued to either party before termination.
- FORCE MAJEURE
Neither Client nor Provider shall be liable for failure of or delay in performing obligations set forth in this Agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters or any causes reasonably beyond the control of Client or Provider.
- AUTHORITY AND COMPLIANCE
Provider has the right and authority to enter into and perform its obligations under this Agreement. Provider will perform all of its obligations under this Agreement in accordance with all applicable governmental laws, rules, and regulations.
- CHOICE OF LAW
This Agreement shall be construed in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF the parties have caused this Business Contract to be executed and delivered by their duly authorized representatives
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