Business Diagrams

BUSINESS DIAGRAMS AGREEMENT

Parties and Effective Date

This Business Diagrams Agreement (the Agreement) is entered into by and between:

Effective Date:

Recitals

WHEREAS, Client seeks professional services to create, revise, and deliver business diagrams, including but not limited to organizational charts, process flows, systems architecture diagrams, and related schematic materials (the Deliverables);

WHEREAS, Provider has the technical skill, experience, and resources to prepare such Deliverables and to grant specified rights in respect of the Deliverables under the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Provider will create and deliver the Deliverables described below in accordance with the specifications and schedule agreed by the parties. The Deliverables shall conform to industry standards and the functional descriptions set forth in the Scope of Work.

Deliverables and Acceptance

Provider will deliver the initial draft of each Deliverable by the milestone dates set forth below. Client shall have an acceptance period of days from delivery to provide written notice of rejection or required corrections. Absent timely notice, the Deliverable will be deemed accepted.

Payment Terms

Client will pay Provider in accordance with the amounts and schedule below. All fees are due in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at a rate of on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Client will also reimburse Provider for reasonable collection costs.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated, will continue until the End Date or until final acceptance of the Deliverables, whichever is later.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for a period of 15 days after written notice. Termination will not affect Client's obligation to pay for work performed and expenses incurred through the effective date of termination.

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 does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known by the recipient without obligation of confidentiality; (c) is received from a third party without breach of obligation; or (d) is independently developed by the recipient.

The recipient will protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; will not use Confidential Information for any purpose other than performance under this Agreement; and will not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. The confidentiality obligations will survive termination for a period of three (3) years, except that trade secrets will be protected for as long as they remain trade secrets.

Ownership and License

Unless the parties otherwise elect below, Provider retains copyright and all other intellectual property rights in any original materials, drawings, templates, and software used or developed by Provider in connection with the Deliverables, and grants Client a nonexclusive, non-transferable license to use the Deliverables for Client's internal business purposes.

Select the desired ownership/licensing option (check one):

Assign all right, title, and interest in the Deliverables to Client upon full payment (assignment of copyright).

Provider retains ownership and grants Client a perpetual, worldwide, royalty-free license to use the Deliverables for Client's internal business purposes.

If assignment is selected, Provider shall execute written instruments of assignment upon receipt of full payment. If license is selected, the license granted shall include the right to reproduce, display and distribute the Deliverables internally but shall not permit resale or distribution outside Client's organization without Provider's prior written consent.

Representations; Indemnity; Limitations

Each party represents that it has the authority to enter into this Agreement and perform its obligations. Provider represents that Deliverables will be original and will not knowingly infringe the intellectual property rights of third parties. Provider's sole obligation and Client's exclusive remedy for breach of the foregoing representation shall be, at Provider's option, to (a) replace or revise the Deliverable to avoid infringement, or (b) refund amounts paid for the infringing Deliverable.

Each party will indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of confidentiality. In no event will either party be liable for consequential, incidental, special, or punitive damages, and total aggregate liability will not exceed the total fees paid to Provider under this Agreement during the preceding 12 months.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with any written exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Waiver of any breach will not constitute waiver of any other or subsequent breach. Notices shall be in writing and delivered to the addresses set forth above.

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