Business Mockups

Business Mockups — General Business Agreement

Parties and Effective Date

This Agreement is entered into effective as of Month Day Year (the "Effective Date"), by and between:

Provider Name: , a business engaged in creating visual and interactive mockups, with principal place of business at .

Client Name: , with principal place of business at .

WHEREAS

WHEREAS, Provider develops conceptual and high-fidelity mockups, prototypes, and visual assets (collectively, "Mockups") for business and marketing purposes; and

WHEREAS, Client desires to engage Provider to create Mockups for the project titled "" on the terms set forth herein; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources to provide the Mockups described in this Agreement.

Scope of Work

Number of included revision rounds: . Additional revisions will be billed in accordance with the hourly rate specified below.

Payment Terms

Client shall pay a non-refundable deposit of upon execution of this Agreement. The balance of is due within days of Provider delivering final deliverables and an invoice.

Late payment shall incur interest at the rate of on any unpaid balance, and Client shall be responsible for collection costs, including reasonable attorneys' fees.

Payment method (select all that apply): Bank transfer Check Card Other

Term and Termination

Term Commencement: Month Day Year .

Termination Date (if applicable): Month Day Year .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Provider may terminate immediately if Client fails to pay amounts when due following a ten (10) day cure period after notice.

Intellectual Property and Use

Provider retains all right, title, and interest in and to Provider's preexisting materials and methodologies. Upon full payment of all amounts due under this Agreement, Provider assigns to Client ownership of the final deliverables specifically created and marked for transfer in the Deliverables section, subject to Provider's retained right to use non-confidential elements for portfolio, awards, and promotional purposes unless Client pays an additional fee to restrict such use.

Client grants Provider a limited, non-exclusive license to reproduce Client-provided materials solely to the extent necessary to perform the Services.

Confidentiality

"Confidential Information" means non-public information disclosed by either party relating to business operations, strategies, designs, technical data, pricing, or other proprietary matters. Each party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, or agents who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally known through no wrongful act of the receiving party; (ii) was in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The obligations under this section shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

Warranties; Limitation of Liability

Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS PROVIDED ABOVE, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

In no event shall either party be liable for indirect, incidental, consequential, special, or punitive damages. Provider's aggregate liability arising from or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to the notice contacts below:

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved within forty-five (45) days, disputes shall be submitted to binding arbitration in the governing state under the applicable arbitration rules selected by the parties.

Entire Agreement; Amendments

This Agreement, including any Schedules or attachments hereto expressly incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings. No amendment or modification of this Agreement will be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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