Business Design Documents

BUSINESS DESIGN DOCUMENTS AGREEMENT

This Business Design Documents Agreement ("Agreement") is made effective as of , by and between the parties identified below.

Parties

Recitals

WHEREAS, Client engages Designer to prepare business design documents, which may include but are not limited to process maps, brand architecture charts, annotated wireframes, specifications, and associated delivery materials (collectively, "Design Documents"); and

WHEREAS, Designer has represented that Designer possesses the technical skill, experience and personnel necessary to perform the services described in this Agreement and is willing to provide such services to Client on the terms set forth herein; and

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

Scope of Work

Designer shall provide professional services to prepare and deliver Design Documents as described below. The parties agree the scope and deliverables will include the items listed and will be delivered in accordance with the milestones and acceptance criteria set forth in this Agreement.

Payment Terms

Client shall pay Designer the fees and expenses set forth below in consideration for the services and deliverables. All amounts are in U.S. dollars unless otherwise agreed in writing.

Late payment shall incur a late fee equal to % per month and/or a late payment flat fee of , whichever is greater, measured from the invoice due date until payment in full.

Term and Termination

This Agreement shall commence on and shall continue until , unless earlier terminated as provided below.

Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to termination. Either party may terminate immediately upon material breach by the other party if such breach remains uncured for a period of 15 days after written notice of the breach.

Upon termination, Client shall pay Designer for all work performed through the effective date of termination and for any non-cancellable commitments made by Designer that cannot reasonably be mitigated.

Confidentiality

"Confidential Information" means information disclosed by one party to the other party, whether orally or in writing, 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) already in the public domain through no breach of this Agreement; (b) lawfully received from a third party without an obligation of confidentiality; or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in confidence using reasonable care; (ii) not use Confidential Information other than to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except as necessary to perform the Agreement and subject to confidentiality obligations no less protective than those herein.

The obligations of confidentiality shall remain in effect for years from the date of disclosure or until such time as the information becomes public through no fault of the receiving party, whichever occurs first.

Intellectual Property

Designer shall retain ownership of Designer's pre-existing tools, templates, methodologies, and copyrighted material ("Designer Materials"). Subject to Client's timely payment of all amounts due under this Agreement, Designer hereby assigns to Client all right, title and interest in and to the Design Documents specifically prepared for Client under this Agreement, to the extent such rights can be assigned. Designer grants Client a worldwide, perpetual, royalty-free license to use any Designer Materials incorporated into the Design Documents to the extent necessary to use the Design Documents, provided Designer's proprietary notations, metadata, or confidential tool specifics are not required to operate Client's business.

  Full assignment of deliverables to Client (subject to payment)      Perpetual license to Client for deliverable use (Designer retains additional rights)

Acceptance; Revisions

Client shall review each delivered item and provide written acceptance or a detailed list of deficiencies within days of receipt. Designer shall correct identified deficiencies and resubmit within a mutually agreed period. Unless otherwise specified, Designer shall provide up to two rounds of reasonable revisions without additional charge; additional revisions shall be billed at Designer's then-current hourly rate.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. Except for liability arising from a party's indemnification obligations, gross negligence, or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under or related to this Agreement shall not exceed the total fees paid by Client to Designer under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If the dispute cannot be resolved within 30 days, either party may pursue any available legal or equitable remedies.

Entire Agreement; Amendments

This Agreement, together with any exhibits, attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

Notices

All notices and other communications under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing in accordance with this section. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or by confirmed email with a copy sent by overnight courier.

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