Business Demo Markups

BUSINESS DEMO MARKUPS

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires that Service Provider perform demonstration and markup services in connection with the project identified as: Project Name: (the "Project");

WHEREAS, Service Provider has the experience, personnel, and ability to provide the services and deliverables described herein; and

WHEREAS, the parties wish to reduce their agreement to writing under the terms set forth below.

Scope of Work

Service Provider shall perform demonstration, annotation, and markup services for the Project. Deliverables include annotated mockups, a markup report, and a recorded demonstration session if requested. Specific tasks, acceptance criteria, and milestones are described below.

Payment Terms

Total Fee: (USD). Payment shall be made in U.S. dollars unless otherwise agreed in writing.

A non-refundable deposit of (or %) is due upon execution of this Agreement.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at % per month, or the maximum rate permitted by law, whichever is less. Client is responsible for reasonable collection costs and attorney fees incurred in enforcing payment.

Term and Termination

Term Commencement Date: . Term End Date: unless earlier terminated under this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and non-cancellable obligations incurred through the effective date of termination. Deliverables completed and paid for will be delivered to Client within a reasonable time.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical, product, pricing, and financial information disclosed by either party, whether written, oral, electronic, or otherwise, that is designated confidential or that a reasonable person would understand to be confidential.

Each party shall (a) maintain Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) use Confidential Information only to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that is (i) or becomes publicly known through no breach by the receiving party; (ii) already known to the receiving party without restriction; (iii) rightfully received from a third party without restriction; or (iv) independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets where protection shall continue for as long as the information remains a trade secret under applicable law.

Independent Contractor; Intellectual Property

Service Provider shall perform the Services as an independent contractor. Nothing in this Agreement creates an employment, partnership, or joint venture relationship. Service Provider is responsible for all taxes and labor obligations for its personnel.

Intellectual Property: Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and tools. Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use the deliverables solely for Client's internal business purposes. Any third-party materials incorporated into deliverables are subject to the applicable third-party license.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breaches of confidentiality or indemnity obligations, the parties' aggregate liability arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of: without regard to conflict of law rules. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved by the courts of the chosen jurisdiction.

Notices

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between Client and Service Provider with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. Any amendment or modification must be 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 shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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