Business Designer Document

BUSINESS DESIGNER AGREEMENT

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

Client Name:

Designer Name:

RECITALS

WHEREAS, Client seeks business design, brand strategy, and related deliverables to support Client's commercial objectives; and

WHEREAS, Designer possesses experience and expertise in business design, strategy, and creative deliverables and agrees to provide such services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other terms governing the relationship.

SCOPE OF WORK

Designer shall perform the services and produce the deliverables described below. The scope may be amended only by written agreement signed by both parties.

PAYMENT TERMS

Client shall pay Designer the fees set forth below in consideration for the services and deliverables. All fees are exclusive of applicable taxes unless otherwise stated.

Designer shall submit invoices in accordance with the Payment Schedule. Client must notify Designer of any disputed invoice within 10 days of receipt; undisputed amounts remain payable when due.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach is not cured within 15 days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, pricing, customer lists, methodologies, designs, prototypes, and trade secrets.

Receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential obligations shall not apply to information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) was rightfully known to receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without reference to Confidential Information. Upon termination or upon written request, receiving party shall promptly return or certify destruction of confidential materials.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Designer retains all right, title and interest in Designer's pre-existing intellectual property, methodologies, templates, and tools. Upon full payment of fees due for a particular deliverable, Designer grants Client a perpetual, non-exclusive, worldwide license to use the final deliverables for Client's internal and commercial purposes.

Designer warrants that to the best of Designer's knowledge the deliverables do not infringe third-party intellectual property rights. Client shall provide prompt notice of any claim, and Designer will at its expense defend or settle such claim. If a deliverable is adjudicated to infringe, Designer will, at Designer's option and expense, procure the right to continue use, replace or modify the deliverable to be non-infringing, or refund amounts paid for the infringing deliverable.

LIMITATION OF LIABILITY & WARRANTIES

EXCEPT FOR breaches of confidentiality and infringement claims, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO DESIGNER UNDER THE APPLICABLE STATEMENT OF WORK GIVING RISE TO THE CLAIM.

Designer warrants that services will be provided in a professional and workmanlike manner in accordance with industry standards. OTHER THAN THE FOREGOING, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising from Indemnitor's breach of this Agreement, willful misconduct, or negligence.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with all statements of work and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

NOTICES

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