Business Redesign Document

BUSINESS REDESIGN DOCUMENT

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

RECITALS

WHEREAS, Client operates a business offering goods and/or services and desires to undertake a comprehensive redesign of its business identity, processes, digital presence, and related collateral; and

WHEREAS, Service Provider possesses expertise in business strategy, brand design, user experience, and implementation services and is willing to perform the redesign services for Client under the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the redesign project in a written agreement.

PARTIES AND CONTACTS FOR NOTICES

SCOPE OF WORK

Service Provider shall perform the redesign services described below and any related tasks reasonably necessary to complete the project in accordance with the terms of this Agreement. Deliverables shall include, at minimum, the items and milestones set forth in the Scope of Work field and any attachments adopted by written reference.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimburse reasonable expenses as set forth below. All sums are payable in U.S. dollars unless otherwise agreed in writing.

Service Provider will submit invoices in accordance with the payment schedule. Client agrees to pay each undisputed invoice within days of receipt. All amounts not paid when due shall accrue interest at the lesser of (a) the rate of or (b) the maximum rate permitted by law.

Client shall reimburse pre-approved, reasonable out-of-pocket expenses incurred by Service Provider. Expense estimates and caps, if any, must be agreed in writing in advance: Expense Cap: $

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice of days. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally known to the public through no act or omission of the receiving party; (b) was known to the receiving party prior to disclosure as established by written records; (c) is rightfully received from a third party without restriction on disclosure; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and shall not use Confidential Information except to perform its obligations under this Agreement. The obligations in this Section shall survive termination for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Client shall retain ownership of Client-provided materials. Upon full payment, Service Provider grants to Client a non-exclusive, worldwide license to use deliverables for Client's business purposes. Service Provider retains ownership of underlying methodologies, tools, templates, and intellectual property not created specifically for Client, subject to Client's paid-up license to the deliverables.

WARRANTIES; INDEMNITY; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Each party shall indemnify the other for third-party claims arising from its own gross negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY'S DIRECT DAMAGES EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration before a single arbitrator selected by the parties, conducted in the county of the governing state unless otherwise agreed in writing, and judgment upon the award may be entered in any court having jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments signed by the parties, 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 or modification must be in writing signed by both parties.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, or joint venture relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices: Notices must be in writing and delivered to the addresses set forth above.

Sign Now