THIS AGREEMENT is made on [DATE]

BETWEEN:

(1) Grow Business LTD, a company registered in UK under number 13565469 whose registered office is at 20-22 Wenlock Rd 20-22 Wenlock Road, London, England, N1 7GU (the “Service Provider”); and

(2) [US CLIENT COMPANY NAME], a company incorporated under the laws of [STATE/TERRITORY], having its principal place of business at [US ADDRESS] (the “Client”)

WHEREAS, the Service Provider is engaged in the business of providing digital services; and

WHEREAS, the Client desires to retain the Service Provider to provide digital services subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

  1. Definitions

1.1 “Confidential Information” means any information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as “Confidential,” “Proprietary,” or some similar designation.
1.2 “Digital Services” means the services to be provided by the Service Provider as described in Exhibit A.
1.3 “Fees” means the amounts payable by the Client to the Service Provider for the Digital Services, as set out in Exhibit A.
1.4 “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

 

  1. Provision of Digital Services

2.1 The Service Provider shall provide the Digital Services to the Client as described in Exhibit A.
2.2 The Service Provider shall use commercially reasonable efforts to meet any performance dates specified in Exhibit A, but any such dates shall be estimates only and time shall not be of the essence for performance of the Digital Services.

 

  1. Client’s Obligations

3.1 The Client shall:
(a) cooperate with the Service Provider in all matters relating to the Digital Services and appoint a project manager for the engagement;
(b) provide such access to the Client’s premises and data, and such office accommodation and other facilities as may reasonably be requested by the Service Provider for the purposes of performing the Digital Services;
(c) provide in a timely manner such information as the Service Provider may reasonably request for the provision of the Digital Services; and
(d) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Digital Services.

 

  1. Fees and Payment

4.1 In consideration of the provision of the Digital Services by the Service Provider, the Client shall pay the Fees to the Service Provider in accordance with this Section 4.
4.2 The Service Provider shall invoice the Client for the Fees in accordance with the payment schedule set out in Exhibit A.
4.3 The Client shall pay each invoice submitted by the Service Provider within thirty (30) days of the date of the invoice.
4.4 All amounts payable by the Client under this Agreement are exclusive of all sales, use, value-added, withholding, and other taxes and duties applicable in the US and UK. The Client shall be responsible for payment of such taxes and duties in the respective jurisdictions.
4.5 If the Client fails to make any payment due to the Service Provider under this Agreement by the due date for payment, then the unpaid amount shall bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law in the US and UK, whichever is lower, from the date such payment was due until the date paid.

 

  1. Intellectual Property Rights

5.1 All Intellectual Property Rights in or arising out of or in connection with the Digital Services shall be owned by the Service Provider.
5.2 The Service Provider grants to the Client a fully paid-up, worldwide, non-exclusive, royalty-free license during the term of this Agreement to copy the Deliverables (not including third-party materials) solely for the Client’s internal business operations associated with the permitted use of the Digital Services.
5.3 Any intellectual property developed by the Service Provider during the execution of this Agreement, specifically for the Client’s business or project, shall be the sole and exclusive property of the Client. The Service Provider shall assign and transfer all rights, titles, and interests in such intellectual property to the Client upon completion of the work or termination of the Agreement.

5.4 The Service Provider is permitted to use the Client’s IP solely for delivering the Services, including but not limited to creating bespoke websites, marketing materials, or other deliverables as specified in the scope of work. The Service Provider shall not use the Client’s IP for any other purpose or sublicense/transfer this license without the Client’s prior written consent.

 

  1. Confidentiality

6.1 Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not, without the prior written consent of the other, use, disclose, copy or modify the other party’s Confidential Information other than as necessary for the performance of its rights and obligations under this Agreement.
6.2 The obligations of confidentiality in Section 6.1 shall not apply to any information which (i) is or becomes publicly available other than by breach of this Agreement, (ii) is independently developed, (iii) is known to the receiving party without restriction prior to receipt from the disclosing party, or (iv) is received lawfully from a third party who has the right to disclose such information.
6.3 Each party shall be entitled to disclose the other party’s Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this Section 6.
6.4 No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

 

  1. Limitation of Liability

7.1 Nothing in this Agreement shall limit or exclude either party’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by applicable law in the US or UK.
7.2 Subject to Section 7.1, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect, consequential, incidental, punitive, or special damages, including but not limited to loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, and any indirect or consequential loss.
7.3 Subject to Section 7.1, the Service Provider’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the total Fees paid or payable by the Client under this Agreement.

 

  1. Term and Termination

8.1 This Agreement shall commence on the date of this Agreement and shall continue until the completion of the Digital Services, unless terminated earlier in accordance with this Section 8.
8.2 Either party may terminate this Agreement immediately by giving written notice to the other party if:
(a) the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of the applicable federal or state law;
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation with another company or solvent reconstruction;
(d) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;
(e) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Section 8.2(b) to Section 8.2(d) (inclusive); or
(f) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

 

  1. Consequences of Termination

9.1 On termination or expiry of this Agreement:
(a) the Client shall immediately pay to the Service Provider all of the Service Provider’s outstanding unpaid invoices and interest and, in respect of Digital Services supplied but for which no invoice has been submitted, the Service Provider may submit an invoice, which shall be payable immediately on receipt;
(b) the Client shall return all of the Service Provider’s equipment and materials. If the Client fails to do so, then the Service Provider may enter the Client’s premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping; and
(c) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

 

  1. General

10.1 Force Majeure: Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.
10.2 Assignment and other dealings: This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
10.3 Entire Agreement: This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
10.4 Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
10.5 Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
10.6 No Partnership or Agency: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorize either party to make or enter into any commitments for or on behalf of the other party.

10.7 Third Party Rights: This Agreement does not give rise to any rights for third parties to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999 in the UK or any similar legislation in the US.

10.8 Governing Law and Jurisdiction: The jurisdiction clause in the US contract to clearly state that any disputes arising out of or in connection with the agreement shall be subject to the exclusive jurisdiction of the courts of the specific state or territory where the US client company is incorporated or has its principal place of business.

10.9 Compliance with Laws: Each party shall comply with all applicable laws, regulations, and industry standards in their respective jurisdictions, including but not limited to data protection laws, intellectual property laws, and anti-corruption laws.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

 

Grow Business LTD

 

By:

Name:

Title:

[CLIENT COMPANY NAME]

By:

Name:

Title:

 

EXHIBIT A

DIGITAL SERVICES AND FEES

 

Description of Digital Services:

[INSERT DETAILED DESCRIPTION OF DIGITAL SERVICES]

 

Fees:

[INSERT FEE DETAILS AND PAYMENT SCHEDULE]