Business Faces Template

BUSINESS FACES TEMPLATE

Recitals

This Business Faces Template Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS, the Client desires to engage the Service Provider to develop, design, and deliver a suite of branded persona assets and related deliverables for the Client’s business identification and external-facing profiles (collectively, the "Business Faces"); and

WHEREAS, the Service Provider has represented that it possesses the necessary experience, personnel, and capability to perform the services described in this Agreement and is willing to perform such services pursuant to the terms and conditions set forth herein.

Scope of Work

The Service Provider shall perform the work described below and deliver the deliverables in accordance with accepted professional standards and the schedule set forth in this Agreement.

Payment Terms

The Client shall pay the Service Provider for services rendered under this Agreement as set forth below. All amounts are in the currency specified in the invoice and exclude applicable taxes unless otherwise stated.

Invoices not paid within the Payment Due period shall accrue the Late Fee specified above and the Client will be responsible for reasonable collection costs, including attorneys' fees, incurred by the Service Provider. The Service Provider may suspend performance for undisputed overdue invoices after providing ten (10) calendar days' written notice.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon Notice Period: days' prior written notice to the other party. Either party may terminate for material breach if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve the Client of obligation to pay for all services performed and expenses incurred prior to termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (i) use the Confidential Information only to perform its obligations hereunder; (ii) restrict disclosure to employees, contractors or agents on a need-to-know basis who are bound by confidentiality obligations at least as protective as those contained herein; and (iii) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes generally available to the public without breach of this Agreement; (b) is rightfully received by the receiving party without restriction from a third party; or (c) was independently developed without use of the disclosing party’s Confidential Information. A receiving party may disclose Confidential Information as required by law or court order provided it promptly notifies the disclosing party to permit seeking a protective order or other remedy.

Intellectual Property; Deliverables

Subject to full payment of all amounts due, the Service Provider assigns to the Client all right, title and interest in the final deliverables expressly created for the Client under this Agreement. The Service Provider retains ownership of its pre-existing materials, tools, methodologies, templates, and general know-how. The Client is granted only the rights expressly set forth in this Agreement; any additional use requires a separate written license.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Governing Law: without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, statements, and communications, whether written or oral. Any amendment or waiver 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 either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided that the assignee assumes the assigning party’s obligations. Notices must be given in writing to the addresses set forth below or to such other address as a party may designate in writing.

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