Business Design Nook

BUSINESS DESIGN NOOK — SERVICE AGREEMENT

This Service Agreement (the Agreement) is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Client requires professional business and design services in connection with marketing, branding, and collateral development; and

WHEREAS, Service Provider is engaged in the business of providing design, strategy, and related creative services under the name Business Design Nook and has represented that it has the skill, experience, and personnel necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider and Service Provider agrees to provide such services on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: . A non-refundable deposit of is due upon execution of this Agreement.

Late Payment: If any undisputed amount is not paid within days of the invoice due date, interest shall accrue at the lesser of 1.5% per month or the maximum rate permitted by law, plus a late fee of on the overdue balance.

Reimbursable Expenses: Expenses will be reimbursed by Client if pre-approved in writing. Itemized expenses will be invoiced with supporting receipts.

TERM AND TERMINATION

Term Commencement Date: . Expected Completion Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days following written notice. Either party may also terminate for convenience upon days' prior written notice to the other party. Upon termination Client shall pay Service Provider for all work performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound to confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Exceptions: Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

Return or Destruction: Upon termination or written request, receiving party shall return or destroy Confidential Information and certify such return or destruction in writing within thirty (30) days.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing materials and tools used in the performance of services. Upon full payment of amounts due, Service Provider assigns to Client all right, title and interest in deliverables specifically created for Client under this Agreement, subject to any third-party license restrictions and Service Provider's right to display deliverables in portfolio and marketing materials.

License to Use Materials: Client is granted a non-exclusive, perpetual license to use Service Provider's deliverables for the purposes set forth in this Agreement. Any use beyond that scope requires prior written consent and may be subject to additional fees.

LIMITATION OF LIABILITY; INDEMNITY

Limitation of Liability: Except for each party's indemnification obligations or wilful misconduct, neither party shall be liable for indirect, incidental, special or consequential damages. Service Provider's aggregate liability for direct damages arising from or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

Indemnity: Each party shall indemnify and hold harmless the other from claims arising out of its gross negligence, willful misconduct, or material breach of representations contained in 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 state and federal courts located in that State for disputes arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules or exhibits expressly incorporated, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted 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, and shall be deemed given upon personal delivery, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. Mail, certified or registered, return receipt requested.

MISCELLANEOUS

Severability: If any provision of this Agreement is held to be unenforceable, the remainder shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any other breach.

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