Business Email Signature Template

Business Email Signature Template Development Agreement

This Business Email Signature Template Development Agreement (the Agreement) is entered into on between:

WHEREAS

WHEREAS, Provider is engaged in the business of designing and delivering digital identity collateral, including email signature templates and related HTML/CSS assets; and

WHEREAS, Client desires to engage Provider to develop a custom Business Email Signature Template for Client's corporate use, and Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Provider will create, configure and deliver a Business Email Signature Template tailored to Client specifications. Deliverables shall include responsive HTML/CSS signature files, image assets (if applicable), implementation guidance, and a single revision round as set forth below. Detailed scope and acceptance criteria:

PAYMENT TERMS

Client shall pay Provider for the services described in this Agreement in accordance with the terms set forth below. All amounts are stated in U.S. Dollars unless otherwise specified.

Provider may suspend delivery of further deliverables if invoices are not paid within the time specified in the payment schedule, after providing Client with at least seven (7) days' prior written notice to cure past due amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until the obligations of the parties are fulfilled, unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. Termination does not relieve Client of the obligation to pay for services performed and deliverables provided prior to termination.

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. Each party shall (i) hold Confidential Information in confidence, (ii) not disclose it to third parties except as permitted herein, and (iii) use Confidential Information solely to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party prior to disclosure, or is rightfully received from a third party without restriction.

INTELLECTUAL PROPERTY; LICENSE

Subject to full payment of all fees due under this Agreement, Provider assigns to Client all right, title and interest in the final delivered email signature template files and associated code created specifically for Client. Provider retains ownership of Provider's pre-existing materials, development tools, templates and generic code libraries. Provider grants Client a perpetual, worldwide, non-exclusive license to use any Provider pre-existing materials incorporated in the deliverables solely as embedded within Client's deliverable.

Provider retains pre-existing code and grants Client a perpetual, royalty-free, non-exclusive license to use deliverables for Client's internal business purposes.

WARRANTIES; LIMITATION OF LIABILITY

Provider represents that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles.

ENTIRE AGREEMENT

This Agreement 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 modifications must be in writing signed by both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

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