This Agreement (“Agreement”) is made and entered into as of [Date] (the “Effective Date”) by and between:

• Thoarax Digital, with a principal place of business at 3, 3rd Avenue, 26 Road, Gwarimpa, Abuja, Nigeria (“Thoarax Digital”), acting on behalf of the Association of Nigerian Women Business Network (ANWBN), and
• The Center for International Private Enterprise (“CIPE”), with a principal place of business at CIPE 21A Hunponu Wusu Road, Lekki Phase 1, Lekki, Lagos (“Client”).

Services

Thoarax Digital agrees to provide website management services (“Services”) to Client as set forth in a separate Proposal (“Proposal”) incorporated by reference into this Agreement. The Services may include, but are not limited to:

• Secure website hosting
• Domain name renewal management
• Ongoing website maintenance (security updates, basic SEO, minor content edits)
• User-friendly website management tools for ANWBN
• Training for ANWBN staff on basic website management

Added Service

Client may engage Thoarax Digital to develop a revenue generation strategy for the ANWBN membership system.

Term and Termination

This Agreement commences on the Effective Date and continues for one (1) year (“Initial Term”). It automatically renews for successive one-year terms unless either party provides written notice to terminate at least 60 days before the then-current term ends. This Agreement may be terminated by either party upon written notice for a material breach not cured within 30 days.

Fees and Payment

Client agrees to pay Thoarax Digital the fees set forth in the Proposal for the Services (“Fees”). Fees are exclusive of taxes, which Client is responsible for. Annual recurring fees are payable in advance. One-time costs are due before services commence.

Client Responsibilities

Client will cooperate with Thoarax Digital and provide necessary information and materials promptly. Client is responsible for the accuracy, completeness, and legality of all content provided for the Services and approves the website content and marketing materials developed by Thoarax Digital.

Intellectual Property

Thoarax Digital retains all rights to its intellectual property. Client grants Thoarax Digital a non-exclusive, limited license to use Client’s intellectual property rights solely to perform the Services.

Confidentiality

Each party agrees to hold confidential all Confidential Information of the other party. “Confidential Information” means any information disclosed by one party to the other party in writing or orally that is designated as confidential or by its nature ought to be treated as confidential.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THOARAX DIGITAL’S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including acts of God, war, strikes, fires, floods, or governmental regulations.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

Amendment

This Agreement may only be amended by a writing signed by both parties.

Notices

All notices required or permitted hereunder shall be in writing and deemed given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by reputable overnight courier service to the addresses set forth above.

Governing Law

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

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be settled by [Specify method of dispute resolution, e.g., binding arbitration in accordance with the rules of the Lagos Court of Arbitration (LCA)].

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.

Signatures

Paul Ajieh

Thoarax Digital