Business Refont Document

BUSINESS REFONT DOCUMENT

THIS BUSINESS REFONT AGREEMENT ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client operates a business requiring consistent typographic assets, brand fonts and font implementation across digital and physical media; and

WHEREAS, Provider represents that it has the professional skill, personnel and ownership or valid licenses to create, modify and deliver font files, font families, kerning, hinting and implementation guidance (collectively, "Refont Services"); and

WHEREAS, Client desires to engage Provider to perform the Refont Services and Provider is willing to provide such services on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Late Payment: Client shall pay a late fee of % per month on any overdue balance, calculated monthly and compounded. Provider may suspend delivery of further deliverables if payments are more than days late following notice.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated pursuant to this Section.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of liability for fees due for services performed prior to termination.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Provider shall deliver completed work for which Client has paid, and Client shall pay for work performed to date.

CONFIDENTIALITY

Definition: "Confidential Information" means business, technical, design, source files, prototypes, financial and other non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, visually or in writing.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence, (b) use it solely to perform its obligations under this Agreement, and (c) not disclose it to any third party except as necessary to perform its obligations and subject to a written confidentiality undertaking no less protective than this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided receiving party gives prompt notice and cooperates to seek protective measures.

Return or Destruction: Upon termination or written request, receiving party will promptly return or destroy all Confidential Information and certify in writing that it has done so, except that one archival copy may be retained for compliance purposes.

INTELLECTUAL PROPERTY

Ownership of New Works: Subject to payment in full of all sums due under this Agreement, Provider hereby assigns to Client all right, title and interest in and to the custom font files, source files and modifications which are created specifically for Client under this Agreement (the "Custom Works"), and Client shall own the Custom Works worldwide.

Pre-Existing and Third-Party Components: Provider retains ownership of any pre-existing tools, libraries, font engines or third-party licensed fonts incorporated into deliverables. Provider shall disclose any third-party font licenses required for Client's intended use and obtain Client's written approval prior to incorporation. Describe third-party components or license exceptions:

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Warranties: Provider warrants that the Refont Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its representations or warranties under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

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 principles.

Dispute Resolution: The parties shall first attempt to resolve any dispute by good faith negotiation. If negotiation fails, parties may agree to mediation prior to pursuing litigation. Relief by way of injunctive or equitable remedy is available to protect Confidential Information or intellectual property rights.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to a successor upon notice to Client in connection with a merger or sale of substantially all assets.

Independent Contractor: Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the parties.

Entire Agreement: This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

NOTICES

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