Business Refresh Agreement

BUSINESS REFRESH AGREEMENT

This Business Refresh Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Provider"). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client operates the business identified as Business Name: and desires a strategic refresh of certain business assets and public-facing materials; and

WHEREAS, Provider has represented that it possesses the capability, skill, and expertise to perform a business refresh including branding, digital assets, and operational recommendations; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will perform the services described herein.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any changes to the Scope of Work will be documented in a written change order signed by both Parties.

PAYMENT TERMS

All undisputed amounts shall be paid in accordance with the Payment Schedule. Overdue payments shall accrue interest at the rate of or the maximum rate permitted by applicable law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees, on overdue amounts.

TERM AND TERMINATION

The initial term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the effective date of termination. Either Party may terminate immediately for cause upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all completed deliverables and any work in progress for which Client has paid; Client shall pay Provider for services performed and approved expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other, whether in oral, written or electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, customer lists, marketing strategies, designs, proprietary processes, and trade secrets.

The receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect 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 (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this section shall survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

OWNERSHIP OF DELIVERABLES

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to the final deliverables created specifically for Client under this Agreement upon Client's full payment of all fees due. Provider retains ownership of Provider's pre-existing materials, templates, tools, know-how and methodologies used in performing services, provided that Provider grants Client a perpetual, non-exclusive license to any such pre-existing materials incorporated into deliverables solely to the extent necessary to use the deliverables for their intended purpose.

WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION

Provider represents that it will perform services in a commercially reasonable manner consistent with industry standards. Except as expressly set forth in this Agreement, Provider disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

Except for liability arising from Provider's gross negligence or willful misconduct or obligations under the Confidentiality or Indemnification provisions, each Party's aggregate liability for claims arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Client shall indemnify and hold harmless Provider from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of Client's use of the deliverables, Client-provided materials, or Client's breach of representations or obligations under this Agreement. Provider shall indemnify Client against claims arising from Provider's gross negligence, willful misconduct, or material breach of representations.

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 law principles. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If negotiation fails, the Parties agree to submit the dispute to binding arbitration administered in the chosen jurisdiction in accordance with the rules the Parties select in writing, provided that either Party may seek injunctive relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property rights.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any executed change orders, exhibits, or attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral.

Assignment: Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Amendments: Any amendment or modification of this Agreement must be in writing and signed by both Parties.

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