Business Plan Image

Business Plan Image

This Business Plan Image Agreement (the Agreement) is entered into as of by and between Service Provider Name: with principal place of business at and Client Name: with principal place of business at (each a Party and together the Parties).

WHEREAS

WHEREAS, the Service Provider is engaged in creating, designing and delivering a visual and textual representation of a business plan, including but not limited to diagrams, infographics, cover artwork, and a high-resolution image suitable for presentation and publication (the Business Plan Image); and

WHEREAS, the Client desires to engage the Service Provider to prepare and deliver the Business Plan Image in accordance with the terms and conditions set forth herein, and the Service Provider is willing to provide such services on the terms contained in this Agreement.

SCOPE OF WORK

The Service Provider shall produce and deliver the Business Plan Image and any associated materials (collectively, the Deliverables) in accordance with the specifications described below. The Deliverables shall conform to professional standards and to the schedule set by the Parties.

PAYMENT TERMS

The Client agrees to pay the Service Provider the fees set forth below for the Deliverables. Unless otherwise stated, fees are exclusive of applicable taxes and expenses.

Any undisputed amount not received by the Service Provider within days after the due date shall accrue interest at per month (or the maximum allowed by law, if less). Client shall also reimburse Service Provider for collection costs and reasonable attorneys' fees.

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 material breach by the other Party if such breach is not cured within days after written notice. Either Party may terminate for convenience upon days' prior written notice to the other Party, subject to payment for Services performed and Deliverables provided through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either Party that is identified as confidential or that a reasonable person would understand to be confidential. Each Party agrees: (a) to hold Confidential Information in confidence and not disclose it to third parties except as permitted herein; (b) to use Confidential Information solely to perform its obligations under this Agreement; and (c) to take reasonable measures to protect Confidential Information no less protective than those it uses to protect its own confidential materials. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other Party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, upon full payment of all amounts due hereunder, Service Provider assigns to Client all right, title and interest in and to the final Deliverables produced specifically for Client under this Agreement. Service Provider retains ownership of its pre-existing materials, tools, templates, methodologies, and any general skills or know-how used in producing the Deliverables. To the extent Service Provider incorporates any pre-existing materials into Deliverables, Service Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use such materials as included in the Deliverables.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each Party represents that it has the power and authority to enter into this Agreement. Service Provider warrants that the Deliverables will materially conform to the specifications set forth in the Scope of Work for a period of thirty (30) days following delivery; Service Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be, at Service Provider's option, correction of nonconforming Deliverables or refund of fees paid for the nonconforming portion. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE DELIVERABLES ARE PROVIDED "AS IS," AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights, provided the indemnified Party gives prompt written notice and cooperates in the defense. The indemnified Party may participate in the defense with counsel at its own expense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. Any dispute arising out of or relating to this Agreement shall be brought in courts of competent jurisdiction located in that State.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including the Scope of Work and any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a Party may designate in writing) and shall be deemed given upon personal delivery, overnight courier, or three (3) business days after deposit in the mail, first-class postage prepaid.

ADDITIONAL PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either Party to enforce any right or remedy shall not constitute a waiver of that right or remedy.

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