Business Splash Template

BUSINESS SPLASH TEMPLATE

This Business Splash Template Agreement ("Agreement") is entered into as of by and between Client Name: with address and Service Provider Name: with address .

WHEREAS

WHEREAS, Client desires to procure marketing splash content and creative business collateral (the "Deliverables") for Client's commercial use; and

WHEREAS, Provider represents that it has the skills, personnel and resources necessary to design, produce and deliver the Deliverables in accordance with the terms set forth herein; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will provide such services to Client.

1. SCOPE OF WORK

Provider shall perform the services and deliver the Deliverables described below. The Deliverables shall conform to the specifications, milestones and acceptance criteria set forth in this Agreement.

2. PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the Deliverables. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be issued in accordance with the Payment Schedule. Payments are due within days of invoice receipt. Overdue amounts shall accrue interest at the rate of percent per month (or the maximum rate permitted by law, if less), calculated daily and compounded monthly.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, pricing, marketing strategies, technical specifications, designs, source files, and customer information.

Each party shall: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors or agents on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates to seek protective treatment.

The confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

Subject to full and timely payment by Client, Provider assigns to Client all right, title and interest in and to final Deliverables created specifically for Client under this Agreement. Provider retains ownership of its pre-existing materials, tools, templates and methodologies ("Provider Materials"), and grants to Client a limited, non-exclusive, transferable license to incorporate Provider Materials contained in the Deliverables solely for Client's internal business use.

6. REPRESENTATIONS; INDEMNITY; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Provider represents that the Deliverables will not knowingly infringe third-party intellectual property rights. Client shall indemnify and hold Provider harmless from third-party claims arising from Client-provided materials or Client's use of the Deliverables outside the scope of this Agreement. Except for willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, punitive or special damages. Provider's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid by Client under this Agreement.

7. 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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendments must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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