Business Graphics Document

BUSINESS GRAPHICS AGREEMENT

This Business Graphics Agreement (the Agreement) is made as of by and between:

RECITALS

WHEREAS, Client requires creation, adaptation and delivery of graphic assets and associated files for use in Client's business, marketing, and digital channels; and

WHEREAS, Service Provider is engaged in the business of producing graphic design, illustration and file preparation services and represents that it has the experience, personnel and capability to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform and deliver the graphics deliverables and Client will pay for such services.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services) and deliver the items identified as Deliverables. Deliverables shall include source files, print-ready files and web-optimized files as set forth below. Client and Service Provider may amend the Scope of Work in writing with a signed change order that identifies any change in fees or schedule.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration of the Services and Deliverables. Fees shall be payable in the currency and by the method agreed in writing. All amounts stated are exclusive of taxes unless otherwise specified.

Late payments shall accrue interest at the rate of percent per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. Client is responsible for all collection costs, including reasonable attorneys' fees, incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until the Services are completed and accepted, unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period specified above following written notice. Termination for convenience by Client requires payment for Services performed and Deliverables delivered through the effective date of termination plus reasonable wind-up costs.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not use or disclose to any third party any Confidential Information received from the other party (Discloser) except as necessary to perform its obligations under this Agreement. Confidential Information includes business, technical, pricing, marketing, and creative materials designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully in Recipient's possession prior to receipt; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser’s Confidential Information.

By checking this box, the signing party acknowledges the obligations of confidentiality set forth above.

OWNERSHIP, LICENSES AND PORTFOLIO

Subject to Client's full payment of all undisputed fees due, Service Provider assigns to Client all right, title and interest in the Deliverables created specifically for Client under this Agreement, and Client shall obtain exclusive ownership of such Deliverables. Service Provider retains ownership of pre-existing materials and tools used in connection with the Services.

Notwithstanding the foregoing, Service Provider may retain a non-exclusive, worldwide, royalty-free license to use non-confidential Deliverables in Service Provider's promotional materials and portfolio unless Client indicates objection by checking the box below.

Client opts out of Service Provider portfolio usage of Deliverables

REPRESENTATIONS; INDEMNIFICATION; LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that Deliverables will not knowingly infringe third-party intellectual property rights.

Client shall indemnify and hold harmless Service Provider from and against claims, liabilities, losses and expenses arising from Client-supplied materials, content, or instructions that infringe upon a third party's rights or breach applicable law. Service Provider shall indemnify Client for direct claims resulting from Service Provider's breach of the intellectual property representation set forth above.

Except for indemnification obligations and willful misconduct, neither party shall be liable to the other for consequential, special, incidental or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve months preceding the event giving rise to liability.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected below without regard to conflict-of-law principles.

ENTIRE AGREEMENT

This Agreement, together with any attached exhibits, schedules and signed change orders, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets.

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