Business Layouts Template

Business Layouts Template

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

Recitals

WHEREAS, Client is engaged in the business of operating, marketing, and managing business premises and seeks professional services for the planning and production of business layout documents, site plans, and related deliverables; and

WHEREAS, Service Provider has the professional capacity, experience, and personnel necessary to perform layout and design services and is willing to provide such services to Client under the terms set forth in this Agreement; and

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

Scope of Work

Payment Terms

Client shall pay Service Provider for the services performed in accordance with the terms below. All amounts are in U.S. dollars unless otherwise specified.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for work performed and services rendered through the effective date of termination.

By checking this box, the Agreement will automatically renew for successive terms of unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Confidentiality

Each party (the Receiving Party) shall hold in strict confidence all confidential or proprietary information disclosed by the other party (the Disclosing Party) in connection with this Agreement, including technical data, business plans, client lists, pricing, and designs (Confidential Information). The Receiving Party shall not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or at the Disclosing Party's request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information. The Receiving Party acknowledges that monetary damages may be insufficient to remedy a breach of this Section and that the Disclosing Party shall be entitled to injunctive relief in addition to any other remedies at law or in equity.

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 provisions. Venue for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located within that state, and the parties submit to the exclusive jurisdiction of such courts.

Entire Agreement

This Agreement, including any appendices or written schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Representations and Warranty; Limitation of Liability

Each party represents that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

Miscellaneous

Notices required under this Agreement shall be in writing and delivered to the addresses provided by the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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