Business Creations Template

Business Creations Template

This Business Creations Agreement (the Agreement) is made and entered into as of by and between Company Name: , with principal place of business at , and Service Provider Name: , with principal place of business at .

WHEREAS

WHEREAS, Company engages in the business of developing, marketing, and commercializing products and services, and desires to retain Service Provider to perform certain design, development, and creative services in furtherance of Company’s business objectives;

WHEREAS, Service Provider represents that it has the qualifications, experience, and ability to perform the services described in this Agreement and is willing to perform such services for Company under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner, in accordance with industry standards. Deliverables shall be deemed accepted only upon written acceptance by Company, which acceptance shall not be unreasonably withheld.

2. Payment Terms

Unless otherwise agreed in writing, invoices are due within days of invoice date. Late payments shall bear interest at the lesser of (a) per month, compounded monthly, or (b) the maximum rate permitted by applicable law. In addition to interest, Service Provider may suspend performance if payments are more than days overdue after written notice and failure to cure.

3. Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Company of its obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination.

4. Confidentiality

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. The Receiving Party shall (a) hold the Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use the Confidential Information except to perform its obligations under this Agreement; and (c) not disclose the Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the Disclosing Party prompt written notice and cooperates in seeking a protective order or other remedy.

5. Intellectual Property; Work Product

Unless otherwise agreed in writing, all work product, deliverables, inventions, developments, and materials created by Service Provider specifically for Company pursuant to this Agreement (Collectively, Work Product) shall be the exclusive property of Company. Service Provider hereby assigns to Company all right, title, and interest in and to such Work Product. Service Provider shall execute and deliver such instruments and take such action as may be reasonably requested by Company to perfect, register, or enforce Company’s rights. Service Provider retains ownership of its pre-existing tools, methodologies, and general know-how used in performing the services, provided no Confidential Information or Company deliverables are disclosed or used by Service Provider in violation of this Agreement.

6. Warranties and Remedies

Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with prevailing industry standards. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Company's sole and exclusive remedy for breach of the foregoing warranty shall be re-performance of the deficient services or, if Service Provider fails to re-perform within a commercially reasonable period, refund of the fees paid for the deficient services.

7. Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising out of the indemnifying party’s gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY COMPANY TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

9. 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. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by final and binding arbitration in the chosen jurisdiction, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened unauthorized use or disclosure of Confidential Information or infringement of intellectual property rights.

10. Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

11. Miscellaneous

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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