Business Document Epic Ceramic

BUSINESS DOCUMENT EPIC CERAMIC

This Business Services Agreement (the Agreement) is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Client operates a business involved in the manufacture, marketing, and sale of ceramic and related products and desires to obtain certain design, consulting and production-related services; and

WHEREAS, Contractor possesses the technical, artistic and commercial capabilities to provide such services relating to ceramic design, prototyping and production management; and

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

Scope of Work

Contractor shall perform the services described below. The services shall include design development, material specification, prototype creation, production oversight, and delivery coordination as set forth in this Agreement. Specific deliverables, milestones, and acceptance criteria are detailed by the parties in the field below.

Payment Terms

Client shall pay Contractor for the services described above in accordance with the following terms:

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of the statutory maximum or per month on the overdue balance and Client shall reimburse Contractor for reasonable collection costs.

Term and Termination

This Agreement commences on the effective date specified above and shall continue until unless earlier terminated as set forth herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches any term of this Agreement and fails to cure such breach within 15 days after written notice specifying the breach.

Confidentiality

Each party (the Receiving Party) shall hold in strict confidence and shall not disclose or use any non-public information disclosed by the other party (the Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) becomes generally available without breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Contractor grants to Client a worldwide, perpetual, non-exclusive license to use deliverables created under this Agreement solely for Client's business operations relating to ceramic products. Contractor retains ownership of pre-existing materials and any tools, methodologies, or general know-how. Any transfer of ownership of custom designs requires a separate written assignment executed by both parties.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising out of its gross negligence or willful misconduct. Except for liability arising from breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement in the twelve months preceding the claim.

Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration conducted in the county where Client's principal place of business is located, unless the parties agree otherwise in writing.

Entire Agreement; Amendments

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

Miscellaneous Provisions

The parties are independent contractors. Nothing in this Agreement creates an employment relationship, partnership or joint venture. If any provision is held unenforceable, the remainder of the Agreement shall remain in effect. Headings are for convenience only and do not affect interpretation.

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