OUTSOURCING AGREEMENT FOR ADMINISTRATIVE SERVICES AND TECHNOLOGY DEVELOPMENT

. This Outsourcing Agreement for Administrative Services and Technology Development (the Agreement”), is effective as of [DATE] (the "Effective Date").



BETWEEN: [SERVICE PROVIDER NAME] (the "Service Provider"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:



AND: [CLIENT NAME] (the "Client"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:



RECITALS

WHEREAS, the Service Provider is in the business of development, supply and operation of products and services relating to [DESCRIBE].

WHEREAS, the Client is in the business [DESCRIBE] and possesses the Intellectual Property rights to develop, market, and otherwise exploit [PRODUCTS/SERVICES] listed below and further described in the SCHEDULE A (the "Products"):

WHEREAS, the Client Web site, [ADDRESS] (the "Client Web Site") is designed to sell the Products here above mentioned.

WHEREAS, the Client desires to have access to and the use of certain assets of which Service Provider is the owner or licensee.

WHEREAS, the Client also desires to engage Service Provider to perform certain technology services including Web hosting and source code development services.

WHEREAS, in this Agreement, in exchange for services provided, Service Provider is transferred the right to use the Client Web Site as its own Web site in its efforts to resell Client’s Products. The Client may also provide custom versions of the Client Web Site to other Distributors for use in their own names ("Private Label").

WHEREAS, the Client is desirous of engaging the Service Provider and the Service Provider is willing to accept such engagement, to provide services hereunder describe to the Client in connection with the Product.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows:

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OUTSOURCING AGREEMENT FOR ADMINISTRATIVE SERVICES AND TECHNOLOGY DEVELOPMENT