Business Diagram

BUSINESS DIAGRAM AGREEMENT

This Business Diagram Agreement (the Agreement) is made and entered into as of by and between Client Name: and Diagram Provider: .

WHEREAS

WHEREAS, Client seeks to document organizational structure, business processes, system architecture or workflows through a professional diagram for planning, communication and operational use; and

WHEREAS, Provider represents that it has the professional skill, experience and resources necessary to prepare and deliver the Business Diagram deliverables described in this Agreement in accordance with the terms set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the preparation, delivery, acceptance and ownership of the Business Diagram.

SCOPE OF WORK

Deliverable file formats: PDF PNG Visio/VDX Editable source file

PAYMENT TERMS

Compensation for the Services shall be paid in accordance with the schedule below. All fees are stated in the currency specified by the parties and exclude applicable taxes unless otherwise indicated.

Unless otherwise agreed in writing, payments are due within days of invoice. Overdue amounts shall accrue interest at the late payment rate specified above and Provider may suspend delivery of further services until outstanding invoices are paid.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Provider may terminate immediately for cause if Client fails to pay undisputed fees within days after written notice of nonpayment.

Upon termination, Client shall pay Provider for all work performed through the effective date of termination and for any irrevocable commitments made by Provider in connection with the Services.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential. The receiving party shall: (a) use Confidential Information only for performance of this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) exercise at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care.

Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the other party's Confidential Information, or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective relief.

The parties agree that confidentiality obligations are mutual.

INTELLECTUAL PROPERTY AND OWNERSHIP

Subject to payment in full of all fees due under this Agreement, Provider hereby assigns to Client all right, title and interest in and to the final, delivered Business Diagram(s) created specifically for Client under this Agreement. Provider retains the right to use non-identifying, de‑identified, or aggregated examples of its work for promotional or portfolio purposes unless Client specifically designates materials as highly confidential and the parties execute a separate written restriction.

If the parties instead elect that Provider will retain ownership and grant Client a license, they shall indicate below:

Provider retains ownership and grants Client a non-exclusive, non-transferable license to use the delivered diagram for Client's internal business purposes.

CHANGES AND ADDITIONAL WORK

Any changes to the Scope of Work after execution of this Agreement shall be documented in a Change Order signed by both parties. Change Orders shall describe the scope modification, adjustments to compensation, and delivery dates. Additional work beyond the included revisions shall be billed at:

WARRANTY; LIMITATION OF LIABILITY

Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM 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 EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any executed Change Orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

NOTICES

ATTACHMENTS / EXHIBITS

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