Business Document DTP

BUSINESS DOCUMENT DTP

This Business Services Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: with principal address and Service Provider Name: with principal address .

RECITALS

WHEREAS, Client requires professional business design, desktop publishing, layout and related deliverables described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources to perform the services and deliverables set forth in this Agreement in accordance with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the performance, payment and confidentiality of services to be provided under this Agreement.

SCOPE OF WORK

PAYMENT TERMS

All payments are due in the currency specified in invoices. Client shall pay all undisputed amounts when due. Any undisputed amount not received within the agreed payment period shall accrue late fees as set forth above and interest at the maximum lawful rate thereafter. Invoices disputed in good faith shall not be subject to late fee until the dispute resolution is concluded, provided the undisputed portion is paid when due.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of obligation to pay for services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments made by Service Provider in anticipation of performance.

CONFIDENTIALITY

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes nonpublic business, financial and technical information, specifications, designs, source files, trade secrets, pricing, and other information reasonably understood to be confidential. Each party agrees to (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses for its own confidential materials but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive for three (3) years after termination, except for trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants to Client a perpetual, nonexclusive, worldwide license to use final deliverables for Client's business purposes upon full payment of all fees due. Service Provider retains ownership of any preexisting materials, tools, templates and methodologies and hereby grants Client only a license to the extent incorporated in the deliverables. Any third-party materials used in deliverables shall be subject to the third-party license terms, and Service Provider will notify Client of such materials in writing prior to delivery.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities or losses arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement of the claim; provided that the indemnifying party shall not settle any claim that imposes obligations on the indemnified party without the indemnified party's prior written consent.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties: Governing Jurisdiction: without regard to conflict of law principles. The parties shall attempt to resolve disputes in good faith through escalation between senior representatives. If unresolved, disputes shall be resolved by binding arbitration in the agreed jurisdiction unless otherwise required by law.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attached exhibits and written statements of work signed by the parties, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, proposals and representations. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses provided above, and shall be effective upon receipt.

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