Bespoke Service Agreement

Bespoke Service Agreement

This Bespoke Service Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Service Provider: an entity of entity_type: Individual Corporation LLC , with principal place of business at ; and Client: an entity of entity_type: Individual Corporation LLC , with principal place of business at .

Each of Service Provider and Client may be referred to individually as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS, Service Provider has expertise in the provision of bespoke services described herein and possesses the personnel, experience, and resources necessary to perform such services;

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

WHEREAS, the Parties intend that the services be tailored to Client's specific requirements and that the Parties' respective rights, obligations, and compensation be set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall provide the bespoke services, deliverables, and milestones described in the schedule below (the "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

2. FEES AND PAYMENT

2.1 Compensation. Client shall pay Service Provider the fees set forth below for the performance of the Services. Fees are exclusive of applicable taxes unless otherwise stated.

2.2 Invoicing and Payment Terms. Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise specified, Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3. CHANGE ORDERS

3.1 Any change to the scope, deliverables, or schedule shall be made only by written change order signed by authorized representatives of both Parties. The change order shall set forth any adjustments to fees, schedule, and other terms necessary to reflect the proposed change.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated as provided herein.

4.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Client shall pay for Services performed and expenses incurred through the effective date of termination.

4.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means all non-public information disclosed by a Party to the other Party, whether orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

5.2 Obligations. Each Party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to third parties except as permitted herein; and (c) use Confidential Information only to perform its obligations under this Agreement.

5.3 Exceptions. Confidential Information shall not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was in the receiving Party's possession prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth herein, each Party retains all right, title and interest in and to its pre-existing intellectual property. Service Provider hereby grants to Client a non-exclusive, worldwide, royalty-free license to use any deliverables delivered under this Agreement solely for Client's internal business purposes, unless the Parties agree in writing to a different allocation of rights.

6.2 Work Product Assignment. To the extent any deliverable constitutes a work made for hire under applicable law, such work shall be the sole property of Client. If any portion of a deliverable is not a work made for hire, Service Provider hereby assigns to Client all right, title and interest in such portion upon full payment of applicable fees.

7. WARRANTIES; DISCLAIMER

7.1 Service Warranty. Service Provider represents and warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Client's exclusive remedy, and Service Provider's entire liability, shall be re-performance of the deficient Services or, if Service Provider cannot timely cure, a refund of the fees paid for the deficient Services.

7.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Indemnification by Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by Service Provider's gross negligence, willful misconduct, or material breach of this Agreement.

8.2 Indemnification by Client. Client shall indemnify, defend and hold harmless Service Provider and its officers, directors and employees from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's misuse of deliverables, or Client's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR LIABILITY FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

Service Provider shall maintain in force during the term of this Agreement commercial general liability insurance and professional liability insurance covering its performance of the Services. Upon request, Service Provider shall provide certificates of insurance to Client evidencing such coverage.

11. RELATIONSHIP OF THE PARTIES

The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee, or agency relationship. Neither Party has authority to bind the other except as expressly provided in this Agreement.

12. NOTICES

All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section).

13. ASSIGNMENT

Neither Party may assign or transfer this Agreement or any right or obligation hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to an affiliate or successor in connection with a merger, consolidation, or sale of substantially all of its assets, provided the assignee assumes the assigning Party's obligations hereunder.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflicts of law principles.

15. ENTIRE AGREEMENT

This Agreement, together with all exhibits and schedules referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired and shall remain in full force and effect.

17. AMENDMENTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Any attempt to amend this Agreement orally shall be void.

18. WAIVER

The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision. Any waiver must be in writing and signed by the waiving Party.

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed to be original signatures for all purposes.

20. DISPUTE RESOLUTION

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between executives of the Parties. If the dispute is not resolved by negotiation within thirty (30) days, the Parties agree to submit the dispute to mediation. If mediation does not resolve the dispute, either Party may pursue any available remedies in a court of competent jurisdiction in the jurisdiction specified in Section 14.

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