Business Graphic Template

BUSINESS GRAPHIC TEMPLATE AGREEMENT

Parties and Project

Client Name:

WHEREAS

WHEREAS, Client desires to retain Designer to create, modify and deliver graphic templates, assets and associated files for use in Client's business operations; and

WHEREAS, Designer represents that Designer has the skill, experience and resources to deliver the graphic templates and related services described in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows.

Scope of Work

Designer shall provide the graphic template services described below. The parties agree that any work outside this scope requires a written amendment signed by both parties.

File formats to be delivered (select all applicable):

AI (Adobe Illustrator)
EPS
SVG
PDF (print-ready)
PNG (transparent)
JPG

Payment Terms

Client shall pay Designer a total fee of $ for the services and deliverables specified. Payment shall be made according to the following schedule:

Deposit required: . Remaining balance due upon final delivery or as specified above.

Late payment shall accrue interest at on any undisputed balance remaining more than days after invoice.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for days after written notice of such breach.

Upon termination, Client shall pay Designer for all work performed and expenses incurred up to the effective date of termination. Designer shall deliver any completed deliverables and work in progress upon receipt of payment for such work.

Confidentiality

Each party shall keep confidential and not disclose to any third party Confidential Information of the other party. "Confidential Information" includes non-public business, technical and financial information disclosed in connection with the performance of this Agreement, but excludes information that is publicly available other than by a breach of this Agreement or independently developed without use of Confidential Information.

The receiving party shall take reasonable measures to protect Confidential Information and shall limit disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Intellectual Property and License

Designer retains ownership of all pre-existing materials, tools, templates, techniques, and know-how used to perform the work. Upon full payment of all amounts due, Designer grants Client a perpetual, non-exclusive, worldwide license to use the final delivered templates for Client's business purposes as specified in this Agreement, unless otherwise agreed in writing.

Third-party components (including fonts, stock images and plug-ins) remain subject to their respective licenses; Client is responsible for any third-party license fees required for Client's intended use unless otherwise specified in writing.

Representations, Warranties and Indemnity

Each party represents that it has the full right and authority to enter into this Agreement. Designer warrants that the deliverables will materially conform to the specifications set forth in the Scope of Work at the time of delivery. Designer does not warrant compatibility with all third-party systems unless expressly stated.

Each party shall indemnify and hold harmless the other from claims, damages and reasonable costs arising from breach of representations, willful misconduct, or negligent acts in performing this Agreement, except to the extent caused by the other party's breach or misconduct.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or infringement of third-party intellectual property rights, neither party shall be liable for consequential, incidental, indirect, or punitive damages. Designer's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Designer under this Agreement.

Governing Law; Entire Agreement

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

This Agreement, including any attachments or addenda signed by the parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment must be in writing and signed by both parties.

Miscellaneous

Notices shall be delivered to the addresses listed above and shall be effective on receipt. If any provision of this Agreement is held invalid, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest by merger or sale of substantially all assets.

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