Business Designs Template

BUSINESS DESIGNS TEMPLATE

Parties and Recitals

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

WHEREAS, Client desires to engage Designer to provide business design services, including but not limited to branding, marketing collateral, and template production, and Designer has the experience and capability to provide such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Designer will perform services and Client will compensate Designer;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Designer shall provide the services described below (Services). Designer shall perform the Services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Designer the fees described below in consideration for the Services. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

All fees quoted exclude applicable taxes. Client is responsible for any sales, use, value-added, withholding, or similar taxes applicable to the payments under this Agreement, except for taxes based on Designer's net income.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Section, will continue until .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party shall maintain the confidentiality of Confidential Information disclosed by the other party and shall not use Confidential Information except to perform its obligations under this Agreement. "Confidential Information" means non-public information disclosed in any form 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 does not include information that (a) is or becomes publicly known through no breach by the receiving party, (b) is rightfully received from a third party without restriction, (c) was known to the receiving party prior to disclosure, or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Intellectual Property; License

Designer retains ownership of all preexisting materials, tools, templates, concepts, and know-how used to perform the Services (Designer Tools). Subject to Client's full payment of all amounts due, Designer grants Client a non-exclusive, worldwide, royalty-free license to use the final deliverables for Client's business purposes. Unless expressly stated otherwise in writing, Designer reserves the right to use created materials for its portfolio and promotion.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the authority to enter into this Agreement. Designer warrants that deliverables will materially conform to the Scope of Work for a period of 30 days after delivery. Client shall indemnify and hold Designer harmless from claims arising from Client-provided materials or Client's use of the deliverables outside the scope contemplated by this Agreement.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party will be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of Designer for any claim arising out of or relating to this Agreement will not exceed the total fees actually 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 the State of without regard to its choice-of-law rules. The parties agree that any action to enforce this Agreement shall be brought in the state or federal courts located in that State.

Entire Agreement; Amendments

This Agreement 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 oral or written. No modification of this Agreement will be effective unless in writing and signed by duly authorized representatives of both parties.

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 its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

Signatures

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