Business Graphics Template

BUSINESS GRAPHICS TEMPLATE AGREEMENT

This Business Graphics Template Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: , with address: , and Service Provider Name: , with address: .

WHEREAS

WHEREAS, the Service Provider is engaged in the business of creating, designing and licensing graphic templates, visual assets, and associated design files (collectively, "Templates"); and

WHEREAS, the Client desires to obtain certain Templates and a limited license to use those Templates in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Service Provider agrees to deliver Templates and grant the rights described herein in exchange for the consideration specified below.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $

Late Payment: If any payment due hereunder is not received by the Service Provider within days after the due date, the Client shall pay interest at the lesser of or the maximum rate permitted by law. The Client shall also reimburse the Service Provider for reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party upon written notice if the breach remains uncured for days after receipt of written notice specifying the breach. Either party may terminate for convenience with days' prior written notice. Termination shall not relieve the Client of its obligation to pay for services performed and deliverables delivered prior to termination.

INTELLECTUAL PROPERTY AND LICENSE

Ownership: The Service Provider retains all right, title and interest in and to the underlying artistic elements, source files, templates, and pre-existing intellectual property used or developed by the Service Provider in connection with the Templates. Nothing in this Agreement transfers ownership of the Service Provider's pre-existing materials except as expressly set forth below.

License Grant: Upon full payment of the Total Fee, the Service Provider grants the Client a non-transferable, non-sublicensable, non-exclusive license to use the delivered Templates solely for the purposes described in the Scope of Work. Any use beyond the scope requires a separate written license and additional compensation.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information does not include information that (i) is or becomes public without breach of this Agreement, (ii) was known to the recipient prior to disclosure, or (iii) is independently developed without use of the discloser's Confidential Information. The obligations in this section will survive for three (3) years following termination of this Agreement.

WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY

Service Provider Warranties: The Service Provider represents that it has the authority to enter into this Agreement and that the Templates will materially conform to the specifications set forth in the Scope of Work. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE TEMPLATES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnification: The Client shall indemnify, defend and hold harmless the Service Provider from any third-party claims arising from the Client's use of the Templates outside the license grant, modification of deliverables, or incorporation of third-party materials provided by the Client.

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE SERVICE PROVIDER 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 law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, next business day by overnight courier, or three (3) business days after deposit in the U.S. mail, certified or registered, return receipt requested.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that the Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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