Business Slider Template

BUSINESS SLIDER TEMPLATE

This Business Slider Agreement (the "Agreement") is entered into by and between Client Name: and Contractor Name: effective as of . The parties agree as follows:

RECITALS

WHEREAS, Client requires the design, development and delivery of a business slider component (the "Slider") for Client's commercial website or digital property; and

WHEREAS, Contractor represents that it has the technical expertise and resources necessary to design, develop, deliver and support the Slider in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

SCOPE OF WORK

Contractor shall provide design, development, testing and delivery of the Slider in accordance with the specifications and milestones set forth below. Deliverables include source files, compiled assets, and documentation described in the Scope of Work field.

PAYMENT TERMS

Client shall pay Contractor for the Services in accordance with the following fee schedule and payment terms. All amounts are in U.S. dollars unless otherwise stated.

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, beginning on the first day after the payment due date. In addition, Client shall pay all reasonable costs of collection, including attorneys' fees, for amounts not paid when due.

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, provided the breaching party fails to cure within the Notice Period described below after receipt of written notice identifying the breach. Either party may also terminate for convenience upon prior written notice to the other party.

Upon termination, Client shall pay Contractor for all Services performed and accepted through the termination date, including reimbursable expenses incurred in accordance with this Agreement.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information that is designated as confidential or that a reasonable person should understand to be confidential given its nature and the circumstances of disclosure.

The Receiving Party may use Confidential Information only for performance under this Agreement. Confidentiality obligations do not apply to information that: (a) is or becomes generally available to the public through no breach by the Receiving Party; (b) is rightfully received by the Receiving Party without restriction from a third party; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party to permit it to seek protective relief.

INTELLECTUAL PROPERTY; LICENSE

Contractor shall retain ownership of any pre-existing intellectual property and tools used to perform the Services, and retains all rights in code, libraries, and methodologies developed prior to or outside this Agreement. Subject to full payment by Client, Contractor assigns to Client all right, title and interest in the final, delivered Slider deliverables specifically created for Client under this Agreement. Contractor may retain copies for archival and portfolio purposes, provided such use does not disclose Client Confidential Information.

WARRANTIES; LIMITATION OF LIABILITY

Contractor warrants that the delivered Slider will substantially conform to the specifications in the Scope of Work for a period of 30 days following Acceptance. Contractor's exclusive obligation and Client's exclusive remedy for breach of this warranty shall be for Contractor to use commercially reasonable efforts to correct the nonconformity.

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

INDEPENDENT CONTRACTOR

Contractor is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture or partnership relationship between the parties. Contractor is solely responsible for all taxes and other statutory obligations applicable to Contractor and its employees or subcontractors.

NOTICES

Notices under this Agreement shall be in writing and sent to the addresses below. Notices are effective upon receipt.

GOVERNING LAW; ENTIRE AGREEMENT

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

This Agreement, together with any attachments and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, 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 in interest by merger or sale of substantially all assets.

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