Business Document Pace Creatives

BUSINESS SERVICES AGREEMENT — PACE CREATIVES

This Business Services Agreement (the Agreement) is made effective as of by and between Service Provider: Pace Creatives (a creative services firm) and Client Name: . Client Address:

RECITALS

WHEREAS, Pace Creatives possesses expertise in creative services including but not limited to branding, design, digital content, and marketing strategy; and

WHEREAS, Client desires to retain Pace Creatives to provide certain services in connection with the project identified as "" and Pace Creatives agrees to perform such services under the terms of this Agreement; and

WHEREAS, the parties intend to set forth the terms and conditions under which the services will be provided and compensation paid.

SCOPE OF WORK

Deliverables shall include the items set forth in the Description of Services above and any milestones agreed in writing. Any change to the Scope of Work that materially alters time or cost shall be subject to a written change order executed by both parties.

PAYMENT TERMS

Unless otherwise stated, invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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 convenience upon days' prior written notice. Either party may terminate immediately for material breach where such breach remains uncured for a period of days after written notice specifying the breach.

Upon termination Client shall pay for all services performed and expenses incurred through the effective date of termination. Within days of termination Pace Creatives shall deliver all completed work and reasonable work-in-progress and Client shall remit any remaining payments due.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means nonpublic information disclosed by one party to the other, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Each party shall (a) hold Confidential Information in strict confidence; (b) use it only for performance or enforcement of this Agreement; and (c) not disclose it to third parties except to those employees or contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations of confidentiality shall survive termination of this Agreement for years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in a written statement of work, Pace Creatives shall retain ownership of pre-existing materials, general know-how, tools and methodologies. Upon full payment, Pace Creatives grants Client a non-exclusive, non-transferable license to use the final deliverables for the purposes set forth in this Agreement. Client shall not claim ownership of Pace Creatives' underlying templates, source files, or proprietary tools except as expressly transferred in writing.

WARRANTIES AND LIMITATION OF LIABILITY

Pace Creatives warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND PACE CREATIVES DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PACE CREATIVES UNDER THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

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 consent to jurisdiction and venue in the state and federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, including any attached statements of work and 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 oral or written. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the other party's prior written consent, except that Pace Creatives may assign to an affiliate or in connection with a sale of substantially all its assets. If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect.

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