Business Design Cover

Business Design Cover

This Business Design Cover ("Agreement") is made effective as of by and between ("Client") and ("Designer"). The parties agree as follows.

Recitals

WHEREAS, Client seeks professional design services for the project titled ; and

WHEREAS, Designer possesses the expertise, personnel, and resources to perform the design services described herein and agrees to perform such services pursuant to the terms and conditions of this Agreement.

WHEREAS, the parties intend that this Agreement memorialize the scope, compensation, schedule, confidentiality and other material terms governing the relationship.

Scope of Work

Designer shall provide deliverables including, but not limited to, concept development, layout and artwork files, revisions as set forth below, and final production-ready assets. Deliverables and acceptance criteria shall be as described in the Description of Services above and any annexed schedules incorporated by reference.

Payment Terms

Unless otherwise agreed in writing, Client shall pay Designer as follows: a non-refundable deposit of upon execution, progress payment(s) as set forth in Payment Schedule, and final balance upon delivery and acceptance of final deliverables.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reimbursement of collection costs and attorneys' fees incurred to enforce payment. The late fee applied after a missed payment is .

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for services performed and expenses properly incurred prior to termination.

Confidentiality

Each party shall hold in confidence and not disclose to any third party any confidential information received from the other party that is designated as confidential or that reasonably should be understood to be confidential given its nature ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to receipt from the disclosing party; or (c) was independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall restrict disclosure to employees, contractors, or agents with a need to know who are bound by confidentiality obligations no less restrictive than those contained herein. Upon termination, all Confidential Information and copies shall be returned or destroyed at the disclosing party's option.

Intellectual Property and Licenses

Unless otherwise agreed in writing, Designer retains ownership of pre-existing intellectual property and of any tools, templates, or methodologies used in performing services. Upon full payment of fees due for a specific deliverable, Designer grants Client a non-exclusive, worldwide, royalty-free license to use the final deliverables for the purposes set forth in this Agreement. Designer may reproduce and display the deliverables in Designer's portfolio and promotional materials, provided such use does not disclose Client Confidential Information.

Representations, Warranties and Indemnity

Each party represents that it has the authority to enter into this Agreement. Designer warrants that the delivered materials will not knowingly infringe third-party intellectual property rights. Client shall indemnify and hold Designer harmless from any claim arising from Client-supplied materials, instructions, or use of deliverables beyond the scope of this Agreement.

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 laws principles. The parties submit to the exclusive jurisdiction of the courts located within that state for any disputes arising under this Agreement.

Entire Agreement

This Agreement, including all exhibits and referenced materials, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

Administrative Details

Client shall be responsible for applicable taxes and duties related to payments hereunder.
Client shall reimburse Designer for pre-approved, reasonable expenses incurred in performance of the Scope of Work.

Notice

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as either party designates in writing. Notices shall be effective upon receipt.

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