Business Services Creatonica

BUSINESS SERVICES AGREEMENT — CREATONICA

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing creative, technical and strategic business services, including but not limited to design, digital production, content strategy, and advisory services (the "Services");

WHEREAS, Client desires to engage Service Provider to perform certain Services for the Client on the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such Services for the Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows.

1. SCOPE OF WORK

Service Provider shall provide the Services described below. The Services shall include deliverables, milestones, and acceptance criteria as set out in the scope below. Any material change to the scope shall require written amendment signed by both parties.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. Payments are non-refundable except as expressly provided in this Agreement.

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall be responsible for reasonable collection costs, including attorneys' fees.

Client will reimburse Service Provider for pre-approved out-of-pocket expenses incurred in connection with performance of the Services upon presentation of receipts or other documentation. Reimbursable expenses must be approved in writing prior to incurrence.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Either party may terminate for convenience upon written notice in accordance with the notice period. Upon termination, Client shall pay Service Provider for Services rendered and authorized expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral or written, that is designated as confidential or which a reasonable person would consider confidential given the nature of the information. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to third parties except as required by law or with prior written consent. Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing materials and tools, including templates, methodologies, and code ("Provider Materials"). Client will own deliverables specifically created for Client and paid in full ("Client Deliverables"), subject to Service Provider's rights in Provider Materials and any third-party materials. The parties shall execute any documents reasonably necessary to effectuate this provision.

Yes — assign exclusive ownership to Client upon full payment
No — Service Provider retains ownership and grants Client a perpetual license

6. INDEPENDENT CONTRACTOR; INSURANCE; INDEMNIFICATION

Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship. Each party shall maintain insurance appropriate to its activities. Service Provider shall indemnify and hold harmless Client from third-party claims arising from Service Provider's gross negligence or willful misconduct. Client shall indemnify Service Provider for third-party claims arising from Client-supplied materials, instructions or breaches of law.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or intellectual property indemnities, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

8. 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.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits, statements of work, and written amendments signed by both parties, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, oral or written, relating to the subject matter hereof. No amendment shall be effective unless in writing and signed by duly authorized representatives of both parties.

10. MISCELLANEOUS

If any provision is held invalid, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor of substantially all assets. Notices shall be in writing and delivered to the addresses provided above.

Sign Now