WHEREAS, Partner is engaged in the business of providing security services to its clients; and
WHEREAS, Client is engaged in the business of providing a booking platform where travel and tour services can be booked for the convenience of its users; and
WHEREAS, Client desires to offer Partner’s security services to its users as an added feature on its platform;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SERVICES Partner shall provide security services to Client’s users who have purchased such services through the platform. Partner shall be solely responsible for the performance of all services it provides pursuant to this Agreement.
TERM AND TERMINATION This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year, unless earlier terminated by either party upon thirty (30) days written notice to the other party. Either party may terminate this Agreement immediately upon written notice to the other party in the event of a material breach of this Agreement by the other party.
FEES AND PAYMENT The fees for Partner’s services shall be as set forth in Exhibit A, attached hereto and incorporated herein by reference. Partner shall invoice Client monthly for all services provided during the preceding month. Client shall pay all invoices within thirty (30) days of receipt.
REPRESENTATIONS AND WARRANTIES Partner represents and warrants that it has the necessary skills, qualifications, and experience to provide the services contemplated by this Agreement. Partner further represents and warrants that it has all necessary licenses, permits, and certifications to perform the services and that it will perform the services in a professional and workmanlike manner.
CONFIDENTIALITY Partner shall keep confidential all confidential information of Client obtained pursuant to this Agreement, and shall not disclose such information to any third party without the prior written consent of Client.
INTELLECTUAL PROPERTY Partner acknowledges and agrees that all intellectual property rights in any work product created by Partner in connection with the services provided under this Agreement shall be owned exclusively by Client.
INDEMNIFICATION Partner shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with Partner’s performance of the services under this Agreement, except to the extent such claims, damages, losses, liabilities, costs, and expenses result from the gross negligence or willful misconduct of Client.
LIMITATION OF LIABILITY Partner’s liability for any and all claims arising out of or in connection with this Agreement shall be limited to the fees paid by Client to Partner for the services provided under this Agreement. In no event shall Partner be liable for any special, indirect, incidental, or consequential damages, including but not limited to lost profits, even if Partner has been advised of the possibility of such damages.
GOVERNING LAW AND DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the laws of the state of [State], without regard to its conflicts of laws provisions. Any dispute arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association, and the arbitration shall be held in [City], [State]. The decision of the arbitrator shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
ENTIRE AGREEMENT This Agreement, including all exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral.
AMENDMENTS This Agreement may not be amended or modified except in writing signed by both parties.
ASSIGNMENT This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Partner may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Client.
NOTICES All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties at the addresses set forth above or at such other addresses as may be specified by either party to the other in writing.