Implementation Service Agreement

This Implementation Service Agreement (the "Agreement") is entered into between SMETools LLC, a company incorporated under the laws of the United States, with its principal place of business at 651 North Broad Street, Suite 201, Middletown, DE 19709 ("Service Provider"), and [Client's Company], a company incorporated under the laws of [United States], with its principal place of business at [_____________] ("Client"). Together, Service Provider and Client shall be referred to as the "Parties."

1. Services Provided
1.1 Service Provider agrees to provide one-time implementation services for the Odoo ERP system ("Implementation Services") to Client during the term of this Agreement. The specific details of the Implementation Services, including the scope, deliverables, milestones, and any applicable service level agreements, will be outlined in a separate document agreed upon by both Parties (the "Implementation Services Document").

2. Payment Terms
2.1 Client agrees to pay Service Provider for the Implementation Services as per the payment terms outlined in the Implementation Services Document.
2.2 Payment for the Implementation Services shall be made in United States Dollars (USD) through either of the following methods:
a) Wire transfer to the following bank account:
Bank Name: [Chase]
Account Number: [956267279]
Routing Number: [021000021]
b) PayPal online payment to the following account:
PayPal Account: [https://sam@smetools.io]/
2.3 The total payment for the Implementation Services shall be made in two installments: 
- 70% of the total amount upon the execution of this Agreement.
- 30% of the total amount upon the successful completion of the implementation or within 30 days from the commencement of the implementation, whichever comes first.

3. Terms and Termination
3.1 This Agreement shall commence on [Date of Signature] and shall continue until the successful completion of the Implementation Services or termination by either Party in accordance with the terms herein.
3.2 Either Party may terminate this Agreement with written notice in the event of a material breach by the other Party. The terminating Party shall provide a notice period of at least [30] days.

4. Confidentiality
4.1 Both Parties agree to maintain the confidentiality of any proprietary or confidential information obtained during the course of providing or receiving the Implementation Services.
4.2 This obligation of confidentiality shall survive the termination or expiration of this Agreement.

5. Intellectual Property
5.1 Service Provider retains all rights, title, and interest in any intellectual property, including any pre-existing or newly developed materials, utilized in the provision of the Implementation Services.
5.2 Upon the successful completion of the Implementation Services and receipt of full payment, Service Provider grants Client a non-exclusive, non-transferable license to use the deliverables solely for Client's internal business purposes.

6. Limitation of Liability
6.1 In no event shall either Party be liable to the other Party for any indirect, incidental, consequential, or punitive damages arising out of or in connection with this Agreement.
6.2 Service Provider's maximum aggregate liability to Client under this Agreement shall not exceed the total amount paid by Client to Service Provider for the Implementation Services.

7. Governing Law and Jurisdiction
7.1 This Agreement shall be governed by and construed in accordance with the laws of [United States].
7.2 Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of [United States].

8. Entire Agreement
8.1 This Agreement, along with any attachments or referenced documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, or understandings, whether oral or written.

[Service Provider]
By: SMETOOLS LLC

[Client]
Name: __________________________

By signing below, the Parties agree to the terms and conditions of this Agreement.

_________________________________ _________________________________
[Service Provider Representative] [Client Representative]
(Signature) (Signature)
Date: ________________________ Date: ________________________