Business Brand MX Agreement

BUSINESS BRAND MX AGREEMENT

Parties

This Business Brand MX Agreement (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client Name: desires to retain the Service Provider to perform brand development, identity management and marketing execution services in accordance with the terms of this Agreement;

WHEREAS, Service Provider Name: has represented that it has the expertise, personnel and resources to provide such services; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the scope, payment, confidentiality and governance of services to be performed.

Scope of Work

Service Provider shall perform the services described below in a professional manner consistent with industry standards. The parties agree that the following description constitutes the initial scope of work:

Any material changes to the scope of work, including additional deliverables, milestones or personnel assignments, shall be documented in a written change order signed by both parties and shall form part of this Agreement.

Payment Terms

Client agrees to pay Service Provider the Total Compensation specified below in consideration for services rendered under this Agreement.

Service Provider shall submit invoices in writing. Unless otherwise agreed in writing, Client shall pay undisputed invoices within the Invoice Due period specified above. Disputed amounts must be raised in writing within ten (10) business days of receipt of invoice and the parties will attempt in good faith to resolve any dispute promptly.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if such breach is not cured within thirty (30) days after written notice of the breach. Either party may also terminate for convenience upon the notice period set forth above, subject to payment for services rendered and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) the Receiving Party can demonstrate was in its possession prior to receipt from the Disclosing Party; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The Receiving Party may disclose Confidential Information to its employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Intellectual Property and Deliverables

Unless otherwise agreed in a written attachment, Service Provider hereby assigns to Client all right, title and interest in and to all deliverables specifically prepared for Client under this Agreement (the "Deliverables") upon receipt of full payment. Service Provider shall retain ownership of its pre-existing tools, processes and know-how, and grants Client a non-exclusive license to any such pre-existing materials only to the extent incorporated into the Deliverables.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's willful misconduct or gross negligence. Except for liability arising from breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental or punitive damages. The aggregate liability of each party for claims arising under this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Entire Agreement; Amendments

This Agreement, including all exhibits and change orders signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, 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 invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of its business by merger or sale of assets.

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