Business Annual Revamp

BUSINESS ANNUAL REVAMP AGREEMENT

THIS AGREEMENT is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: (each a "Party" and together the "Parties").

WHEREAS

WHEREAS, Client operates a business for which Client seeks an annual comprehensive revamp of operations, branding, marketing and digital assets (the "Annual Revamp"); and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources required to perform the Annual Revamp in accordance with the terms and conditions set forth herein; and

WHEREAS, the Parties wish to set forth the terms, scope, payment, confidentiality and other obligations governing the Annual Revamp.

SCOPE OF WORK

Service Provider shall provide the services, deliverables, milestones and acceptance criteria described below. The following description constitutes the primary obligations of the Service Provider; specific tasks, schedules and final deliverables shall be set out in the project plan appended or agreed in writing by the Parties.

PAYMENT TERMS

In consideration for performance of the Scope of Work, Client shall pay Service Provider the fees set forth below in accordance with the schedule and invoicing provisions.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement immediately for material breach that remains uncured for the notice period specified above, or immediately for insolvency, bankruptcy, or appointment of a receiver.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes business plans, financial information, customer lists, software, designs, creative materials, and other technical or business information marked or identified as confidential or reasonably understood to be confidential. The Receiving Party shall use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations in this section do not apply to information that (a) is or becomes public through no fault of the Receiving Party; (b) is known to the Receiving Party prior to disclosure without obligation of confidentiality; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. Disclosure required by law or valid order of a governmental body shall be made only after prompt notice to the Disclosing Party, to the extent permitted.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, upon full payment of all fees due under this Agreement, Service Provider assigns to Client all right, title and interest in and to the final deliverables specifically created for Client under this Agreement. Service Provider retains all rights in pre-existing materials, tools, methodologies and know-how used or incorporated into the deliverables, provided that Service Provider grants Client a perpetual, non-exclusive, royalty-free license to use any such pre-existing materials included in the deliverables solely for Client's internal business purposes.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's gross negligence or willful misconduct in performing its obligations under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate in writing.

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 laws principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through prompt negotiation between executive-level representatives. If unresolved within 30 days, the dispute shall be finally resolved by binding arbitration in accordance with the rules agreed by the Parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules, statements of work and written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Parties.

SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, sale of all or substantially all assets, or change of control.

REPRESENTATIONS

Each Party represents and warrants that it has the full power and authority to enter into this Agreement, that the execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a valid and binding obligation of such Party enforceable in accordance with its terms.

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