Business Neon Template

BUSINESS NEON TEMPLATE

This Business Neon Template Agreement ("Agreement") is entered into as of by and between Service Provider: , an entity organized as with principal place of business at ; and Client: , with principal place of business at .

WHEREAS

WHEREAS, Provider possesses specialized skills, equipment and experience in the design, production and delivery of neon-style business templates, artwork and associated files (collectively, "Deliverables"); and

WHEREAS, Client desires to engage Provider to design, prepare and deliver a neon-style business template and associated assets in accordance with the terms set forth in this Agreement, and Provider is willing to perform such services under the terms and conditions contained herein.

WHEREAS, the parties intend to define the scope, payment, confidentiality and ownership terms applicable to the Deliverables.

1. SCOPE OF WORK

Provider shall deliver the Deliverables described in the Description of Services and shall make commercially reasonable revisions as set forth in this Agreement. Delivery formats, file types and acceptance criteria shall be as mutually agreed in writing and included with the Deliverables documentation.

2. PAYMENT TERMS

Unless otherwise agreed in writing, all payments are due within days of invoice. Late payments shall incur a late fee of of the overdue amount per month, and Client shall also be responsible for reasonable collection costs and expenses.

3. TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice of breach. Upon termination, Client shall pay Provider for all work performed and non-cancellable commitments incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Each party agrees to: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) use at least reasonable care to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was known to the receiving party prior to disclosure as evidenced by written records; or (iv) is independently developed without use of the disclosing party's Confidential Information. Remedies at law for breach of confidentiality may be inadequate; a party is therefore entitled to seek equitable relief including injunction in addition to any other remedies.

5. INTELLECTUAL PROPERTY

Subject to full payment of all amounts due, Provider assigns to Client all right, title and interest in and to the final Deliverables created specifically for Client under this Agreement. Provider retains ownership of Provider's pre-existing materials, tools, templates and know-how and hereby grants Client a perpetual, non-exclusive, worldwide license to any such pre-existing materials embedded in the Deliverables to the extent necessary for Client's use of the Deliverables as intended. Provider may retain and use copies of Deliverables for portfolio, marketing and demonstration purposes provided Client's Confidential Information is not disclosed.

6. INDEMNIFICATION & LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its breach of this Agreement, negligence, or willful misconduct. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above (or as otherwise designated in writing) and shall be effective upon receipt.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located within such state for any dispute arising out of or related to this Agreement.

9. 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, proposals, understandings and communications, whether oral or written. Any modification or waiver of any provision of this Agreement must be in writing and signed by both parties.

10. SIGNATURES

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