Business Document DTP & LOP

BUSINESS DOCUMENT DTP & LOP

This Business Document DTP & LOP (the Agreement) is made and entered into as of by and between:

RECITALS

WHEREAS, Service Provider represents that it provides desktop publishing, layout, proofing, and finalization services commonly referred to in this Agreement as "DTP & LOP" and possesses the expertise, personnel and equipment necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement on the terms and conditions set forth herein, and Service Provider agrees to provide such services to Client pursuant to this Agreement.

SCOPE OF WORK

Service Provider shall perform desktop publishing, layout and proofing services, produce agreed deliverables, and provide limited on-request revisions in accordance with the acceptance and proofing process set forth below. Deliverables and acceptance criteria shall be:

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the performance of Services.

Late payments will incur interest at the rate of , compounded monthly, not to exceed the maximum permitted by applicable law. Service Provider may suspend work if undisputed invoices remain unpaid for days following written notice.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client will pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments reasonably made.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that is (a) publicly known through no fault of the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed without use of Confidential Information; or (d) required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective relief.

The receiving party shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) restrict disclosure to employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those herein. The confidentiality obligations survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use final deliverables for the purposes identified in this Agreement. Ownership of underlying tools, templates, fonts, source files and pre-existing materials remains with the party that provided them. To the extent Client requires assignment of intellectual property rights in final deliverables, the parties shall execute a separate assignment specifying scope, consideration and any moral rights waiver.

CHANGE ORDERS

Any changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall specify the change, the impact on schedule, and any adjustment to fees. Standard hourly rate for additional services is per hour unless otherwise agreed.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, joint venture, agency or partnership relationship. Service Provider shall be solely responsible for withholding and paying taxes and benefits for its personnel.

Indemnification. Each party shall indemnify and hold harmless the other from third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to applicable limitations of liability.

Limitation of Liability. Except for liability resulting from gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability shall exceed the total fees paid by Client under this Agreement in the twelve (12) months prior to the claim.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Amendments. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

ENTIRE AGREEMENT

This Agreement, including all exhibits and signed change orders, 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 written or oral, relating to such subject matter.

SIGNATURES

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