Business Document Final Layouts

BUSINESS DOCUMENT FINAL LAYOUTS

This Business Document Final Layouts Agreement (the Agreement) is made effective as of between the parties set forth below.

Parties

WHEREAS

WHEREAS, Client desires to engage Service Provider to prepare, finalize and deliver document layouts, style guides, and production-ready files described herein for Client's business use; and

WHEREAS, Service Provider has represented that it possesses the professional skill, personnel and capacity to perform the services and deliverables described in this Agreement on the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

Scope of Work

Service Provider shall provide the final layout services described below. Deliverables shall conform to the specifications and acceptance criteria set forth by Client in writing and attached to this Agreement.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All fees are exclusive of applicable taxes unless otherwise specified.

Fees that remain unpaid beyond the due date following written notice shall accrue interest at the rate stated above and Service Provider may suspend delivery of further work until payment is received. Client shall be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

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

Upon termination, Service Provider shall deliver all completed work and Client shall pay for all work performed through the effective date of termination. Termination shall not relieve either party of liabilities accrued prior to termination.

Confidentiality

Each party (the Receiving Party) shall hold in confidence all non-public, proprietary or confidential information disclosed by the other party (the Disclosing Party) in connection with this Agreement. Confidential information does not include information that is or becomes publicly available through no fault of the Receiving Party, was lawfully known to the Receiving Party prior to disclosure, is independently developed by the Receiving Party without reference to the Disclosing Party's confidential information, or is required to be disclosed by law or valid legal process.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party, subject to any retention required by law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, worldwide, perpetual license to use the final delivered layouts and production files for Client's internal business purposes. Service Provider retains the right to use non-confidential project elements for portfolio and promotional purposes. Any third-party materials incorporated in deliverables remain subject to their original licenses and Client is responsible for any license fees required for third-party assets.

Warranties; Limitation of Liability

Each party represents that it has authority to enter this Agreement. Service Provider warrants that deliverables will materially conform to the agreed specifications for a period of thirty (30) days following acceptance. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

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 state and federal courts located in that jurisdiction for disputes arising under this Agreement.

Entire Agreement; Amendments

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

Additional Provisions

The parties acknowledge that they have read and understand this Agreement, and that each has the authority to execute and deliver this Agreement and to perform its obligations hereunder.

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