Business Services Canva

Business Services Canva Agreement

This Agreement is entered into as of (Effective Date) by and between Client Name: , with principal address at (Client), and Service Provider Name: , with principal address at (Service Provider).

WHEREAS

WHEREAS, Client desires to retain Service Provider to create and deliver graphic design, template, and marketing materials using a third-party graphic platform for the Client's business purposes (the Services); and

WHEREAS, Service Provider represents that it has the skill, experience and qualifications to perform the Services and is willing to perform the Services pursuant to the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Service Provider shall perform the Services described below and deliver the Deliverables specified. The Services will include design, template creation, asset preparation, and file delivery as further described in the Scope of Work field.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the fees and schedule set forth below. All amounts are stated in U.S. dollars unless otherwise specified.

Unless otherwise agreed in writing, Client must pay undisputed invoices within thirty (30) days of receipt. Undisputed late payments shall accrue interest at the rate specified above and Service Provider may suspend delivery of further Services until payment is made.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the other party the number of days' prior written notice specified above. Either party may terminate for material breach if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice of the breach. Termination shall not relieve Client of obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that it may receive confidential or proprietary information from the other party. Confidential Information includes non-public business information, designs, pricing, trade secrets, and materials designated in writing as confidential. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to personnel and contractors with a need to know and who are bound by obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential obligations 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 under applicable law.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Service Provider retains ownership of all original design files and source materials created by Service Provider. Upon full payment of all fees due, Service Provider grants Client a non-exclusive, worldwide, perpetual license to use the final delivered files for Client's business purposes described in the Scope of Work. Client shall not claim ownership of Service Provider's pre-existing templates, tooling, or reusable design assets. If Client requires assignment of all rights in a Deliverable, such transfer must be expressly documented and any additional consideration paid.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT. EACH PARTY'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

Client agrees to indemnify, defend and hold Service Provider harmless from third-party claims arising from Client-provided materials, Client's misuse of Deliverables, or Client's failure to obtain required permissions for third-party intellectual property. Service Provider agrees to indemnify Client for claims the Deliverables infringe a third party's intellectual property, provided Client promptly notifies Service Provider in writing and cooperates in defense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attached exhibits and written statements of work, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements and understandings, whether written or oral, relating to its subject matter. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

The parties have executed this Agreement as of the Effective Date first written above.

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