American Ring Business Template

AMERICAN RING BUSINESS AGREEMENT

This AMERICAN RING BUSINESS AGREEMENT (the Agreement) is entered into as of Effective Date: by and between Service Provider: with principal place of business at and Client: with address .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing specialized marketing, branding, and operational consulting services tailored to retail jewelry and accessory businesses; and

WHEREAS, Client desires to retain Service Provider to provide such services under the terms and conditions set forth in this Agreement, and Service Provider is willing to provide those services on those terms; and

WHEREAS, the parties intend for this Agreement to define the scope, payment, confidentiality, and other essential terms governing their relationship.

SCOPE OF WORK

Service Provider shall perform the services described above (Services) in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be documented in a written amendment signed by both parties and shall specify any adjustments to Fees and Schedule.

PAYMENT TERMS

Unless otherwise stated in the Payment Schedule, Client shall pay undisputed invoices within days of receipt. Late payments shall incur a late fee equal to per month on the overdue balance, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees, if collection is required.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as set forth herein.

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all Services performed through the termination effective date and for any non-cancellable commitments reasonably incurred by Service Provider.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information solely to perform obligations or exercise rights under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or valid court order, provided that the receiving party gives prompt written notice to the disclosing party and cooperates to seek confidential treatment or a protective order.

INTELLECTUAL PROPERTY

Unless otherwise agreed in a written statement of work, Service Provider retains ownership of its pre-existing intellectual property and tools. Client is granted a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Any third-party materials incorporated into deliverables shall be subject to the applicable third-party licenses.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of its gross negligence or willful misconduct in performance of this Agreement. Except for breaches of confidentiality, indemnification obligations, or liability for bodily injury or death, neither party's aggregate liability shall exceed the total fees paid under this Agreement during the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, or punitive damages.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiations between the parties. If unresolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration in the county of the governing state, administered under the rules of the agreed arbitration provider.

ENTIRE AGREEMENT

This Agreement, including all exhibits and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes the assigning party's obligations.

PARTY REPRESENTATIONS

Service Provider represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. Client represents and warrants that it has the authority to engage Service Provider and to make the payments required under this Agreement.

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