Business Refresh Document

BUSINESS REFRESH DOCUMENT

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

RECITALS

WHEREAS, Client operates a business described as and seeks a coordinated update to branding, operational materials, and related deliverables (the "Refresh"); and

WHEREAS, Provider represents that it has the experience, personnel, and capability to perform the Refresh and deliver the services and deliverables set forth below under commercially reasonable standards consistent with industry practice; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the Refresh and Client will pay for such services.

SCOPE OF WORK

PAYMENT TERMS

Provider will be reimbursed for pre-approved out-of-pocket expenses incurred in connection with the Refresh. All reimbursable expenses require prior written approval by Client.

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 the breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Termination for convenience by Client requires prior written notice equal to the Termination Notice Period specified above and payment for services performed and expenses incurred through the termination date.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party in connection with this Agreement, including business plans, financial information, trade secrets, designs, marketing strategies, and client lists. The receiving party shall: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those hereunder.

Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The obligations in this section shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY

Subject to Client's full payment of amounts due hereunder, Provider assigns to Client all right, title and interest in and to the final deliverables produced specifically for Client under this Agreement. Provider retains ownership of its pre-existing materials, tools, and methodologies, and grants Client a non-exclusive license to any Provider pre-existing materials incorporated into deliverables only to the extent necessary for Client's use of the deliverables.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

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