Business Splash Layout

BUSINESS SPLASH LAYOUT AGREEMENT

This Business Splash Layout Agreement ("Agreement") is made and entered into as of by and between Provider Name: with principal place of business at and Client Name: with principal place of business at .

Recitals

WHEREAS, Provider is engaged in the business of graphic and web design and possesses the skills and experience necessary to create a business splash layout and related visual assets; and

WHEREAS, Client desires to engage Provider to design and deliver a Business Splash Layout as described in this Agreement and Provider agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the Parties intend that the deliverables produced pursuant to this Agreement shall be governed by the terms below including payment, confidentiality, and assignment of rights.

Scope of Work

Provider shall design, produce and deliver a business splash layout and associated graphics and assets (the "Deliverables") in accordance with the specifications set forth in this Section. Provider will perform the services in a professional manner consistent with industry standards.

Client shall review submitted Deliverables and provide written acceptance or reasonable comments within days of receipt. If Client fails to timely provide acceptance or comments, the Deliverable shall be deemed accepted.

Payment Terms

In consideration for the performance of the Services, Client shall pay Provider the fees set forth below in U.S. dollars. All fees are exclusive of applicable taxes, which shall be paid by Client.

Deposit Amount:   Due Date:

Final Payment Amount:   Due Date:

Late Payment: Any undisputed past-due amount shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less. Provider may suspend delivery of Deliverables for unpaid invoices after ten (10) days' written notice to Client.

Term and Termination

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 days' prior written notice. Either Party may terminate for material breach if the breaching Party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each Party (the "Recipient") shall hold in confidence and not disclose to any third party any Confidential Information of the other Party (the "Discloser") except as necessary to perform under this Agreement. "Confidential Information" shall include non-public business information, designs, specifications, pricing, and trade secrets. The Recipient shall use Confidential Information solely to perform its obligations hereunder and shall take reasonable measures to protect such information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

Intellectual Property

Subject to full payment of all amounts due hereunder, Provider assigns to Client all right, title and interest in the Deliverables created specifically for Client under this Agreement. Provider retains the right to use non-confidential Deliverables and derivative designs in its portfolio and promotional materials. Provider warrants that the Deliverables are original and do not infringe third-party rights.

Limitation of Liability

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for special, incidental, consequential, or punitive damages. The aggregate liability of each Party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. The Parties agree that the state and federal courts located in that State shall have exclusive jurisdiction over any dispute arising out of this Agreement.

Entire Agreement

This Agreement, including any attachments or schedules signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both Parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any subsequent breach.

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