Business Carte Template

BUSINESS CARTE TEMPLATE

This Business Carte Template Agreement (the Agreement) is entered into as of Effective Date: between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider is engaged in the business of designing, preparing and supplying business carte templates, layout files and associated artwork and services (the Services); and

WHEREAS, Client desires to engage Provider to create one or more business carte templates and related deliverables as set forth in this Agreement, and Provider is willing to provide such Services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that the relationship created by this Agreement will be governed by the terms herein and that all deliverables produced pursuant to this Agreement shall be subject to the intellectual property and confidentiality provisions below.

SCOPE OF WORK

Deliverables shall include final template files in agreed formats, one round of revision as specified in the Scope of Work, and any printing-ready export files where applicable. Additional revisions, formats, or expedited delivery will be charged in accordance with Provider's standard rates unless otherwise agreed in writing.

PAYMENT TERMS

Invoices are payable within days of receipt unless otherwise agreed. Late payments shall accrue interest at a rate of percent per month (or the maximum permitted by law, if lower) on any unpaid balance, and Client shall also be responsible for collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party in connection with this Agreement, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was rightfully in the receiving party's possession without restriction prior to disclosure, or is independently developed by the receiving party without use of the disclosing party's Confidential Information. Disclosure required by law or court order is permitted provided the receiving party gives prompt notice to allow the disclosing party to seek protective relief.

Duration: The confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall continue for so long as such information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY

Ownership: Provider retains all right, title and interest in any pre-existing materials, templates, tools, methodologies and other intellectual property used to perform the Services. Upon full payment of all amounts due under this Agreement, Provider assigns to Client all right, title and interest in the final delivered templates specifically created for Client under this Agreement, subject to Provider's retained rights in pre-existing materials.

Work-for-Hire / Assignment: To the extent any deliverable cannot be assigned as a work-for-hire, Provider hereby irrevocably assigns to Client all right, title and interest in and to such deliverables, worldwide, in perpetuity, subject to payment in full.

Provider retains a limited license to reuse general design techniques or non-confidential template elements for other clients, provided no Confidential Information or Client-specific trade dress is disclosed or used.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties consent to binding arbitration in the county of the Provider's principal place of business, unless the parties agree otherwise in writing.

MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether oral or written.

Amendments: No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

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