Business Style Starter

BUSINESS STYLE STARTER — GENERAL BUSINESS AGREEMENT

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

WHEREAS

WHEREAS, Provider is engaged in the business of delivering brand identity, style guidance, and related creative services, and represents that it has the skill, personnel and resources necessary to provide the services described herein;

WHEREAS, Client desires to retain Provider to prepare an initial business style package consisting of visual identity elements, usage guidelines and supporting materials (the "Project") in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the Project and the Deliverables (as defined below).

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider a total fixed fee of $ (the "Fee") for the services and Deliverables set forth in the Scope of Work. Payment shall be made according to the following schedule:

Late payments not cured within of the due date shall accrue interest at a rate of until paid. Client shall also reimburse Provider for reasonable collection costs and expenses incurred in enforcing payment.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and such breach remains uncured for a period of days after written notice of breach. Either party may terminate for convenience upon providing days' prior written notice to the other party. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, and Provider shall deliver work in progress to Client upon payment in full.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other, whether oral, written, electronic, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the receiving party prior to disclosure as evidenced by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each receiving party shall (i) protect Confidential Information of the disclosing party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely for the purposes of performing obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. If a receiving party is compelled by law to disclose Confidential Information, it shall promptly notify the disclosing party to permit the disclosing party to seek a protective order or other remedy.

Upon termination or expiration of this Agreement, or upon written request, the receiving party shall return or destroy all materials embodying Confidential Information and certify destruction if requested. The obligations of confidentiality shall survive termination for a period of from the date of disclosure.

INTELLECTUAL PROPERTY & DELIVERABLES

Subject to Client's full payment of all Fees, Provider hereby assigns to Client all right, title and interest in and to the final Deliverables specifically described and delivered under this Agreement, excluding Provider's pre-existing materials, tools, templates and know-how ("Provider Materials"), which remain the sole property of Provider. Provider grants Client a perpetual, worldwide, royalty-free license to use any Provider Materials incorporated in the Deliverables to the extent necessary to use the Deliverables as intended. Provider represents that to the best of its knowledge, the Deliverables, when used in accordance with this Agreement, will not infringe any third-party intellectual property rights.

REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents and warrants that it has the power and authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, BOTH PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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 law principles. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the county where the chosen governing state has its principal seat, and each party hereby submits to the personal jurisdiction of such courts.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attached exhibits and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement to a successor in interest in connection with a merger, acquisition or sale of substantially all its assets. The provisions of this Agreement that by their nature should survive termination or expiration shall survive, including but not limited to payment obligations, confidentiality, intellectual property, and limitations of liability.

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