Business Creatures Document

BUSINESS CREATURES DOCUMENT

Parties

Recitals

WHEREAS, Party A is engaged in the business of creating, developing, marketing, and exploiting certain commercial products and services related to business creatures, brand identity, and associated creative assets; and

WHEREAS, Party B possesses skills, personnel, and resources necessary to provide creative, technical, and consulting services in furtherance of Party A’s commercial objectives; and

WHEREAS, the parties desire to set forth the terms and conditions under which Party B will perform services and deliverables for Party A.

Scope of Work

Party B shall perform the services and deliver the work product described below. Deliverables, acceptance criteria, milestones, and performance standards shall be those expressly set forth in this Scope of Work. Party B acknowledges that timely delivery and conformance to specifications are material obligations under this Agreement.

Payment Terms

In consideration of the services and deliverables, Party A will pay Party B in accordance with the terms below. Payments shall be made in lawful currency and are non-refundable except as expressly provided in this Agreement.

Late payments shall incur interest at the rate of on any outstanding balance, compounded monthly, plus any collection costs reasonably incurred by Party B.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Section, continues until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the proposed termination date. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure within thirty (30) days after written notice of such breach.

Confidentiality

"Confidential Information" means non-public business, technical, financial, and strategic information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible materials, and that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that is (a) publicly known through no fault of the recipient, (b) rightfully received from a third party without restriction, or (c) independently developed by the recipient without use of the disclosing party's Confidential Information.

Each party shall: (i) keep Confidential Information confidential using at least the same degree of care it uses to protect its own proprietary information (but no less than reasonable care); (ii) use Confidential Information only to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or upon written request, the recipient shall promptly return or destroy the disclosing party’s Confidential Information and certify in writing its destruction or return.

Intellectual Property

Unless otherwise agreed in writing, all original works of authorship, inventions, designs, developments, and other materials created by Party B specifically for Party A under this Agreement (collectively, "Work Product") shall be considered works made for hire and shall be the exclusive property of Party A. To the extent any Work Product is not a work made for hire, Party B hereby assigns to Party A all right, title, and interest in and to such Work Product, including copyrights and other intellectual property rights. Party B shall execute reasonably necessary documents to effectuate such assignment.

Representations and Warranties

Each party represents that it has the full right, power, and authority to enter into and perform this Agreement. Party B further represents that the services and deliverables will be provided in a professional and workmanlike manner and will not infringe the intellectual property rights of any third party. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Liability and Indemnification

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 breach of this Agreement, negligence, or willful misconduct. Neither party shall be liable to the other for incidental, consequential, special, or punitive damages except for liability arising from willful misconduct or gross negligence. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Party A to Party B under this Agreement during the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses listed in the Parties section or to such other address as a party designates in writing. Notices are effective upon receipt.

Governing Law

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

Entire Agreement

This Agreement, including any exhibits 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, understandings, negotiations, and discussions, whether oral or written. No modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Party A may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Execution

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties and that their signatures bind the parties to all terms and conditions set forth herein.

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