Business Illustration Template

BUSINESS ILLUSTRATION TEMPLATE

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

WHEREAS

WHEREAS, Client requires the creation of business illustration materials, visual assets and related conceptual work as described in this Agreement; and

WHEREAS, Service Provider represents that it has the skill, personnel and capacity to perform the services described herein and agrees to provide such services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Total Fee: . A deposit of is due upon execution. Remaining balance to be paid according to the payment schedule below. Invoices are due within days of invoice.

Late Fee: If any undisputed amount remains unpaid after the invoice due date, Client shall pay a late fee equal to per month on the outstanding balance, or the maximum allowed by law, whichever is less.

EXPENSES

Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses directly incurred in connection with the Services. Reimbursable expenses are subject to a cap of unless otherwise authorized in writing.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, upon full payment of all fees due hereunder, Service Provider assigns to Client all right, title and interest in the final deliverables created specifically for Client under this Agreement. Service Provider retains the right to use underlying know-how, methodologies and general skills for other projects, and Service Provider retains copyright in preliminary concepts and any components pre-existing or developed independently of this Agreement.

To effect a transfer of copyright where required, the parties acknowledge that execution of this Agreement effectuates a work-for-hire or assignment as appropriate under governing law, subject to the payment terms above.

CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not disclose such Confidential Information to any third party except as necessary to perform under this Agreement. "Confidential Information" shall include non-public business information, designs, illustrations, financial terms, customer lists and other proprietary materials. The obligations of confidentiality shall remain in effect for years following disclosure.

WARRANTIES; INDEMNIFICATION

Service Provider represents and warrants that the deliverables will be original and will not infringe the intellectual property rights of any third party. Client shall indemnify and hold harmless Service Provider from claims arising from Client-supplied materials, Client modifications, or Client's use of deliverables outside the scope of this Agreement. Service Provider shall indemnify and hold harmless Client from claims based on Service Provider's breach of the warranty set forth above.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for any reason upon written notice delivered at least days prior to termination. Upon termination, Client shall pay Service Provider for work performed and non-cancelable commitments incurred through the effective date of termination.

GOVERNING LAW

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

NOTICES

MISCELLANEOUS

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 and understandings. Any amendment must be in a writing signed by both parties.

Severability; Waiver: If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force. No waiver shall be effective unless in writing and signed by the waiving party.

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