Business Design Solutions

BUSINESS DESIGN SOLUTIONS SERVICE AGREEMENT

This Services Agreement ("Agreement") is entered into as of Effective Date: , by and between Business Design Solutions ("Provider") and Client Name: ("Client").

WHEREAS

WHEREAS, Provider maintains expertise in business strategy, brand and service design, and related consulting services and possesses the personnel, systems, and resources necessary to perform the services described herein; and

WHEREAS, Client desires to retain Provider to perform design and business consulting services on the terms set forth in this Agreement and Provider agrees to perform such services under the terms and conditions set forth below.

1. PARTIES AND CONTACT INFORMATION

2. SCOPE OF WORK

Provider shall perform professional services consisting of business design, strategy development, creative deliverables, and related advisory work as described below. Provider shall deliver the services with reasonable care, skill, and in accordance with generally accepted professional standards.

3. PAYMENT TERMS

As consideration for the services rendered under this Agreement, Client shall pay Provider in accordance with the schedule below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise specified, invoices are due within thirty (30) days of receipt. Client is responsible for all reasonable costs of collection, including attorney fees, on overdue balances.

4. TERM AND TERMINATION

This Agreement commences on Start Date: , and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall deliver to Client any work in progress and materials as provided in this Agreement, subject to payment of outstanding fees.

5. CONFIDENTIALITY

“Confidential Information” means all nonpublic information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold the other party’s Confidential Information in strict confidence; (b) use the Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose the Confidential Information to any third party except with the disclosing party’s prior written consent or as required by law. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was independently developed by the receiving party, or was rightfully received from a third party without restriction.

6. INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Provider grants Client a nonexclusive, nontransferable license to use the final deliverables for Client’s internal business purposes. Provider retains all right, title and interest in any pre-existing intellectual property and tools used or developed in connection with the services, subject to the license granted to Client. Any third-party materials included in deliverables remain subject to the third-party terms and may require separate licensing.

7. WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" WITHOUT FURTHER WARRANTY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt to resolve disputes through good faith negotiation prior to initiating any litigation. If litigation is necessary, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that state.

9. INDEPENDENT CONTRACTOR; TAXES

Provider is an independent contractor and not an employee, agent, or partner of Client. Provider is solely responsible for all federal, state, and local taxes, contributions and other statutory obligations related to its personnel.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and exhibits incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. This Agreement may be amended only by a writing signed by both parties.

11. MISCELLANEOUS

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

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